The Elements of Insanity
by MidnightMare247
Summary: Everypony knows that Twilight and friends are the Mane Six, and will always be friends forever with the power of the Elements of Harmony. But one day, something goes terribly, terribly wrong. Can the Mane Six overcome the darkness trying to control them? Or will Equestria be introduced with a new set of villians...?
1. Unpredictable Encounter

**I honestly don't know where the name/title Elements of Insanity originated, so please don't assume I am copying. I've borrowed a few names and ideas, but other than that, I haven't copied anyone. I do not own the Elements of Insanity on YouTube, for this is MY VERSION, which is completely different from the one on YouTube! My little pony belongs to Hasbro. Enjoy, if you dare.**

**Warning: Contains strong profanity, extreme violence, gore, blood and the use of alcohol. If you aren't comfortable with any of these categories, I advise you exit this fanfiction. Rated M for Mature content.**

**(P.S. This story takes place BEFORE Twilight was transformed into an Allicorn)**

* * *

><p><em>Once upon a time, there were six ponies known as the main six. They were all part of The Elements of Harmony. They were capable of transforming Nightmare Moon back into Princess Luna, and were also able to reform Discord, the master of chaos. They truly knew the art of friendship being magic. But then, something went terribly, terribly wrong…<em>

**Chapter 1: Unpredictable Encounter**

It all started when Twilight Sparkle had invited her friends to an abandon castle last Nightmare Night. They threw a huge party with the help of the party pony herself, Pinkie Pie. Every pony in Ponyville were invited and were having a blast. Especially Twilight and her pony friends.

Twilight and he friends dressed a little differently then they dressed last Nightmare Night. Rainbow dash was dressed as an assassin. Pinkie pie was dressed as a bee. Rarity was dressed as a spider woman. Apple jack was dressed as a scarecrow. Fluttershy was dressed as a butterfly.

And finally, Twilight dressed as a magician. She desperately wanted to dress as Star Swirl the bearded again, but after the sarcastic comments and nonstop snickering she received last Nightmare Night, she didn't feel comfortable dressing like that anymore.

Anyway, Twilight was having a nice, friendly, positive, conversation with her friends.

"For the last time Rainbow, Zecora is not a giraffe, she's a zebra!" Twilight yelled.

"She is a giraffe! She has stripes!" Rainbow yelled.

"Zebras have stripes, Rainbow! Giraffes have irregularly shaped polka dots!"

Twilight and Rainbow Dash continued to have their argument while their friends watched.

"Honestly, does it even matter?" Rarity asked.

"I'm gonna have ta' agree with Rarity this time." Apple Jack said.

"Uh, guys? Could you maybe, stop arguing? I don't think you two should argue on Nightmare Night, because we're supposed to have fun, a-and..." Fluttershy whispered.

"I like honey! Buzz, buzz!" Pinkie pie yelled, wearing her bee costume.

Twilight groaned in frustration and rolled her eyes.

"Fine! If you want to believe she's a giraffe, then believe it! I need to use the bathroom." Twilight said.

Twilight walked towards the bathroom on the other side of the abandon castle. Her friends watched her walk away.

"I'll save you some punch!" Pinkie yelled to Twilight.

When Twilight entered the bathroom, she examined her surroundings. The bathroom was dark with only one working light bulb. Spider webs were on the walls and the mirrors were cracked. The stall doors were either gone, off its hinges, or didn't have a lock. People had been vandalizing the bathroom by writing things on the walls.

Twilight was disgusted, but walked into one stall and handled her business. While she was in the stall, she heard the door open and seen pitch black colored hoofs walking into the bathroom. Twilight watched as the good walked in front of her stall and stopped. Twilight was confused and creeped out. Somepony was standing front of the stall she was in.

She gulped and reached for the door to her stall. She slowly opened the stall and took a look at who was standing in front of her. A pony with a black jacket and hoodie was standing in front of her, and she couldn't see its face. The only part she seen rather than the jacket was the black legs which had weird red lines and symbols glowing in them for some weird reason.

"Uh, hello?" Twilight said.

The pony lifted its head and revealed its glowing red eyes. It opened its mouth and heavily exhaled a weird green gas on Twilight's face. Twilight coughed and squeezed her eyes shut, for the gas had burned her eyes. When she opened them again however, the creature was gone.

Twilight was left puzzled and confused. She hesitantly and slowly exited the bathroom and headed towards her friends who were patiently waiting for her.


	2. A New Fluttershy

Twilight woke up, yawned, and stretched. She was tired beyond explanation, for her dream kept replaying every time she fell asleep. And every time her dream replayed, she woke up and it took her an hour to go back to sleep.

Her eyelids were heavy and her eyes were red. Her mane and tail were messy and her head was aching. Her body was stiff and her mouth was dry. Her nose was clogged up so she could only breathe through her mouth. She dragged herself out of bed, thinking a shower might help her.

* * *

><p>Meanwhile, Fluttershy was feeding the animals in her cottage. One by one they all ate the required meal they usually receive in the morning. When Fluttershy was done, she heard her telephone ring.<p>

"Who could that be?" She asked.

Fluttershy flew to her room and answered her ringing telephone.

"Hello?" She asked.

"Fluttershy." The voice said.

The voice was deep and scary, giving Fluttershy chills. She nervously responded to the mysterious caller, not knowing what she was getting herself into.

"Ugh, this is her. M-Might I ask, whose calling?" She said.

"Fluttershy." The voice said.

Fluttershy began to fearfully shake more.

"When you feel it, you will see it." The voice said.

"W-What do you mean?"

"Shed. Now." The voice said.

The voice hung up the phone. Fluttershy shook with fear. She did have a shed in her backyard, but was she supposed to enter it? She only kept garden utensils back there. Fluttershy hesitantly flew outside to her backyard and lifted her hoof off the ground to open up her shed door.

She slowly opened the door. Nothing was in her shed except for her garden utensils. She turned on the lights to her shed and slowly walked in. Nobody was there.

"Maybe, that pony had the wrong number." Fluttershy said.

Fluttershy exited her shed, not noticing a pair of red eyes. But these red eyes were different from the ones Twilight seen. These ones looked like a small empty circular dot for eyes. The ones Twilight seen looked like eyes that were fully red.

The next day, Fluttershy decided to take a walk around Ponyville. She casually walked around Ponyville, not even remembering about the phone call she had yesterday. She then accidentally bumped into two ponies. She landed on her back, and stood back up.

"Hey, watch where you're going!" One of the ponies said.

"I-I-I-I'm Sorry." Fluttershy said.

"I bet you are." The other pony said.

They both walked away, laughing while leaving. Fluttershy sighed and stood back up. Some ponies were so mean to her, just because she was shy and sensitive. Fluttershy just ignored them, not wanting her day to be ruined.

Eventually, Fluttershy came upon a vegetable stand. She seen some carrots, and new her pet rabbit, Angel, would love some. She paid for them with two bits and put it in her saddle. But then, a magenta colored pony walked up to Fluttershy.

"Excuse me miss. Could I PLEASE have those carrots of yours?" She asked.

"B-But I just bought them." Fluttershy said.

"Please?"

Fluttershy sighed and gave her the carrots.

"Thank you."

The pony walked away, snickering to her friend.

"Told you. That shy girl just doesn't know how to say 'no'." The pony said.

They laughed as poor Fluttershy sighed again. She was on her way back to her cottage, when suddenly, she seen a colt walking by her. A butterfly had landed on his muzzle, so he swatted it away. The poor butterfly landed on the ground with a broken wing.

Fluttershy gasped and ran to the small insect. She was on the edge of crying, not knowing why he would do such a thing. However, Fluttershy grew angry. Very angry. She stood up and stopped the colt in his tracks.

"Really!? You're seriously going to hurt a poor defensive-less insect as if it doesn't have feelings? Are you serious!?" Fluttershy yelled.

At first, the colt didn't care. Until she started raising her voice even louder and gave him a look that could kill. The colt backed up, frightened at the yellow Pegasus's sudden attitude.

"You act as if you're somepony special! As if the rules and policies don't apply to you! As if you own every single thing that pops up in this world! But so help me, I will-"

After noticing that a bunch of ponies had surrounded her, she ceased her yelling. She blushed and laughed nervously before flying off back to her cottage. When she reached her home, she ignored her worried animal friends and headed towards her room. A frown was plastered on her face.

What that colt had done to that butterfly was rude and careless. The poor creature didn't do a thing to that pony. The thought made Fluttershy angry. She had quietly growled at the thought of them showing meanness towards any scared and defenseless creature.

Fluttershy stood up after a couple hours of thinking, and walked towards her cottage, ignoring her animals once again. When she entered her cottage, she immediately noticed that her gardening utensils were on the ground instead of hanging on the walls, and they all looked like they were badly damaged for some reason as if they were hundreds of years old.

The only thing hanging on the wall, was a shiny, large, axe that hung underneath a bright light bulb which so happened to be the only source of light in her cottage. The normal light bulb had mysteriously broken. When she was inside the cottage, the door behind her slammed shut. She jumped and gasped, startled, but then shook her head and continued walking towards the axe.

She could remember that phone call she received earlier.

'When you feel it, you will see it.'

She didn't know what that meant, but she knew that she sure as hell felt angry. She stopped in front of the axe, staring at her reflection. For a spilt second, her reflection had disappeared and showed something weird. It looked like her, just different. She couldn't make out what it entirely looked like either.

Fluttershy knew it was wrong, even thinking about messing with such a dangerous weapon was wrong, but she felt enraged and HAD to take her anger out somehow. She picked the axe up with her mouth, trying not to stumble over. It was huge and difficult to hold. So Fluttershy quickly found out how to use her hoof to hold it.

She sighed and clenched the axe. She gritted her teeth, thinking about all the times those ponies disrespected her and her poor animals. She yelled in anger and smashed every garden utensil in her shed. One by one, they were crushed into small pieces, causing loud crashing sounds.

Fluttershy enjoyed crushing all of those garden utensils. Unleashing her anger by destroying things felt good in her opinion. When she was finished, she panted for air and stood on her two back legs as if she was a human. Her mane was mysteriously ad quickly getting shorter and her stomach was getting somewhat skinner.

When her mysterious transformation was finished, Fluttershy no longer looked like her old self. Her hair was short with cut ends, her ribs were almost showing, and her face resembled anger. Her eyes shrank as if she was insane, because she was starting to be. And the large axe was still in her hoof.

She heard some of her animals demanding food from her cottage. Fluttershy growled.

"You don't want to ask nicely? Then I won't respond kindly." Fluttershy said.

She slammed her shed door shut and headed towards her cottage, ready to handle some business with her animals. Some very, 'unkind' business.


	3. A New Applejack

After Twilight took a shower, she decided to visit Fluttershy. She wanted to return the shovel that she borrowed from her. When she got to her house, she knocked on the door. No answer at first. After about thirty seconds, she heard Fluttershy heading towards the door.

"Who is it...?" Fluttershy asked quietly.

Her tone sounded unusual.

"It's me, Twilight. I came to return your shovel." Twilight answered.

There was a long silence, making Twilight nervous and confused. Fluttershy opened the door halfway; making sure Twilight couldn't see her entire body. She slowly held out her hoof, signaling Twilight to hand her the shovel.

Twilight examined her hoof for a second. It looked pale and almost bony as if she was a skeleton brought back to life. Twilight shook her head quickly, ignoring that thought.

Twilight knew that Fluttershy was acting strange, but didn't put too much thought into it. She handed her the shovel using her levitation and watched her slowly close the door. Just as Twilight was about to walk away, she heard Fluttershy say one last thing.

"Finally. Now I can bury the bodies." Fluttershy said.

Applejack and Apple bloom were doing some daily chores around the farm. Applejack bucked the apples from the apple tree while Applebloom made sure none of them landed on the ground. When they were done, they both wiped some sweat from their forehead.

"Yeehaw! Nothin' like buckin' apples in tha' morning!" Applejack said.

"You know it sis!" Applebloom said.

Applejack patted Apple bloom on the head.

"Good job Apple bloom. Now you head back inside so I can start selling some apples." Applejack said.

"But can't I help?"

Applejack chuckled.

"Sorry sis, but Granny Smith says that she needs ya' to come and help her with some things."

Apple bloom sighed. She didn't say another word. Instead, she gloomily dragged herself towards Granny Smith who was rocking in her rocking chair on the patio.

Before Applejack could leave, she heard he little sister all out for her.

"Applejack! Telephone!" Applebloom yelled.

Applejack walked over to the ringing telephone in the house she lived in. She casually answered it.

"Howdy, this is Applejack." She said.

"Applejack." A dark voice said.

Applejack felt uneasy about the sound of this pony's voice.

"Who am I speaking to?" Applejack asked.

"Applejack." It said again.

Applejack blinks twice in confusion, but then heavily sighed and frowned.

"Listen, if this is another prank call, then I reckon you stop. Because I don't have time for foolishness."

"When you feel it, you will see it."

Applejack blinked twice again.

"I beg your pardon."

"Barn. Now." It said.

It hung up. Applejack felt kind of disturbed. She hesitantly headed towards the barn and looked around. Nothing was in the barn except for hay and extra farming equipment. Applejack blinked twice before heading out of the barn.

Applejack then started going towards Ponyville to sell her apples. When she reached her destination, she set up her stand and set apple pies, apple fritters, caramel apples, and other apple treats on her stand. A brown colt then walked up to the stand.

"Howdy partner!" Applejack said. "What'll it be?"

"Uh, could I have a candy apple please?" He asked.

"Comin' right up!" Applejack said.

She handed him the candy apple and held out her hoof.

"That'll be two bits." Applejack said.

The colt handed her one bit. Applejack stared blankly at it and then at the colt. The colt had walked away, thinking Applejack wouldn't notice. Applejack growled and trotted in front of the colt.

"Who do ya' take me for, sir? You must be as dumb as a sack of rocks if you think I'm gonna let you walk away without paying the right amount of bits." Applejack said.

"What're you talking about?" The colt asked as if he didn't know.

"You didn't pay enough bits for the apple!"

"What apple?"

"The one you just bought!"

"I didn't buy any apple, must got the wrong horse lady."

The colts walked pass her, leaving Applejack angry and frustrated. Applejack just shook her head and walked back to her stand. However, when she did, she seen Snips and Snails stealing her apple treats.

She gasped and growled again before trotting over to them.

"Snips, Snails!?" Applejack yelled. "What in tha' name of Sweet-Appleloosa are you two doing!?"

When they saw Applejack, they nervously laughed.

"W-W-W-We thought these were free." Snips said.

"Yeah, free." Snails said.

Before Applejack could respond, they ran off. Applejack chased them, but eventually gave up and headed back to her apple stand. When she got there however, all of her apple treats were gone. She gasped as her eyes widened. It couldn't have been Snips and Snails; they only took about four apple treats and then they ran off. Applejack couldn't believe a selfish pony would do such a thing.

"Who stole ma' apples!?" Applejack asked.

A few ponies walked passed her, licking their hoofs and licking their lips as if they just ate something really tasty.

"Wasn't me." One said.

"Wasn't me either." Another said.

"Don't look at me." One more said.

Everypony pretended as if they had nothing to do with it. Applejack growled, feeling a wave of stress coming through her. Almost all the ponies that walked pass the stand stole her apple treats.

"I. Don't. Like. Liars." Applejack said.

When she got home, she sighed and headed towards the barn. Her eyes were heavy and her hoofs were aching from chasing all those ponies. She felt stressful, and needed something to relieve of her stress. So, she headed towards the barn to see if she could find anything that'll help.

When she entered the barn, she saw something in the center of the floor. Standing in the middle of the barn, was a hat that looked similar to Applejack's, except darker. In the hat was what appeared to be a carton of cigarettes, a lighter, and a bottle of beer.

Applejack didn't know how to respond. She never abused drugs in her life, hell, none of the ponies ever really abused drugs in Ponyville. But at that moment, she desperately wanted to taste the alcohol contained in that bottle. She wanted to inhale the smoke stored up in those cigarettes.

She wanted to know how it felt. So she hesitantly walked over to the beer bottle and struggled before opening it up. She stared at the dark substance for a second before dipping her tongue in it. She shook her head at the disgusting substance and almost coughed.

It was strong. Very strong. But it felt... Addicting. Applejack took another sip. Since she was prepared this time, it didn't taste as bad as before. Soon, she started chugging the entire bottle down. Applejack felt so good. Even though she knew it was wrong.

Then, she started transforming. Her blonde hair and tail snapped out of their ponytail holders and hanged loosely down her back as she stood on her hind legs. Her eyes were turning red as if this wasn't her first time drinking. Her hat had even fallen off her head and onto the ground.

When she finally finished chugging down that beer, she tried the cigarette. But before she could, she heard a loud glass break from her house.

"Applebloom!" Granny Smith yelled in her old voice.

"Wasn't me!" Applebloom yelled back, lying.

Applejack growled.

"I. Don't. Like. Liars." Applejack said, in a darker and unusual tone.

She stuffed the carton of cigarettes in her new, darker, cowgirl hat and walked back to the house with an empty beer bottle on the ground. Standing in the barn the entire time, was the same black and red creature that persuaded Fluttershy into using that axe. But it WASN'T the same one Twilight encountered.


	4. A New Rarity

Twilight had returned to her house. He couldn't believe what Fluttershy had said after she left. Was Fluttershy really going to bury dead bodies? She had to have hallucinated. So Twilight decided to visit her good friend Applejack, hoping she may have some advice about Fluttershy's new personality.

She walked over to Applejack's farm and stopped on the door step. Just as she was about to knock, she heard a young filly known as Applebloom screaming in pain and fear. Before Twilight could do anything, Applebloom ran out the back door.

"Don't ever lie to Granny Smith or Bic Mac again! Or else I'm gonna whoop your ass ten times worse! Do ya' hear me little girl!" Applejack yelled to Applebloom.

Twilight was very shocked. No pony as ever used curse words in Ponyville before, and if they have its been an extremely long time. When Applejack noticed Twilight was at the door, she walked over to it and opened if halfway.

The only thing she allowed Twilight to see was her jade eyes. He eyes did look red because she had smoked.

"Hello, A-Applejack." Twilight said. "I uh, just came over to see if you knew why Fluttershy was acting so weird."

Applejack stood there, staring at her for about ten seconds before responding.

"I haven't left the house since this mornin'." Applejack said, in an unusual voice.

"Oh, alright. Thanks anyway."

Twilight left, but not before taking one last look behind her. Applebloom had been leaning against a tree away from the farmhouse. Since her back was facing Twilight, Twilight couldn't see her wounded body.

Twilight left, not noticing the tears leaking out the poor filly's eyes and the blood stains on her yellow coat.

* * *

><p>Rarity was finishing up some of her latest designs of her outfits. She couldn't wait to sell some of her dresses and accessories.<p>

"Sweetie belle!" She called. "Could you help me find the scissors?"

"Sure thing." Sweetie belle said.

Sweetie belle went to find the scissors. Suddenly, Rarity got a call on her cellphone. She levitated the phone and put it to her ear.

"Hello?" Rarity asked.

"Rarity." The deep voice said.

The voice sent chills down her spine.

"Ugh, this is her. Might I ask whose calling?" Rarity said.

"Rarity." The voice said again.

Rarity gulped and sighed.

"Honestly, if is a so-called 'prank', it's not funny."

"When you feel it, you will see it." The deep voice said.

"Excuse me?" Rarity asked.

"Attic. Now."

The voice then hung up. Rarity was shaking, but sighed and headed towards the basement.

"Don't worry too much Rarity," She told herself while walking up the attic stairs. "Probably just a prank."

Rarity assumed Pinkie pie and Rainbow dash were pranking her again. So she headed to we basement and turned on the lights. Nothing was on her basement except for extra beauty supplies, clothing, and other miscellaneous stuff she stored down here.

Rarity sighed, rolled her eyes, and headed back upstairs.

"I knew it all along. Just a silly prank. I don't know why I got so worked up over nothing." Rarity told herself.

Rarity headed towards the door.

"Sweetie belle! Lock the doors, I'll be back." Rarity yelled.

"Okay sis!" Sweetie belle yelled back.

Rarity left her boutique and decided to search for diamonds. She was looking for a very special diamond today. As she searched, she accidentally dropped a few bits. A homeless stallion came along and snatched it up before quickly running away.

Rarity gasped then frowned.

"You know, if you would've just ASKED I would've loaned you some bits!" Rarity yelled to the homeless pony.

Rarity shook her head and continued to search for diamonds. She soon saw a cardinal searching for worms. The cardinal was beautiful, leaving Rarity at awe.

"What a beautiful bird." Rarity said.

Rarity didn't have any worms to spare obviously, but she did have a load of bread in her saddle. So she picked some crumbs off the bread and held her hoof out to the cardinal. The cardinal grinned, but before it could eat it, another bird swooped down and stole it.

Rarity gasped and growled.

"What a no-good thief!" She said to the other bird.

The cardinal then grew sad and flew away. Rarity drooped her ears. She sighed and continued searching for her very special diamond. Soon, she found it. It was a beautiful diamond that sparkled and shimmered. It was very rare and was shaped as a star.

The only problem was that the diamond was in the saddle of another mare. Rarity walked over to the yellow mare who had the rare diamond.

"Excuse me." Rarity said.

The mare turned around and faced Rarity.

"I absolutely adore that diamond of yours. You see, I've been looking for it for a while, and I was wondering if I could maybe...have it."

"Well, I was about to get rid of it anyway, since I don't like the shape of it." The pony said.

"So you wouldn't mind-"

"Let me finish." She said, cutting Rarity off. "Since it seems like you really want it, then I'll sell it to you."

"Can't you just give it to me?" Rarity asked.

"Nah. 100,000,000,000 bits."

"1,000,000,000,000 bits! Are you insane!?" Rarity asked. "It's not even worth that much! Only rich ponies have that much bits!"

The yellow pony evilly grinned.

"Oh well, guess I'll just throw it away." The yellow pony said.

She walked away, leaving Rarity behind. Rarity's face turned red as she gritted her teeth and breathed heavily. She ran home and slammed the door open.

"Sweetie belle! I told you to lock the door!" Rarity asked.

"I did lock it!" She yelled back.

Rarity looked at the lock. It was broken. Rarity broke the lock. Rarity sighed and headed to her room. She couldn't stop thinking about those greedy ponies she met and that greedy bird. They all didn't want to be the slightest bit generous to one another.

Rarity soon stood up off of her bed and walked down to her basement. When she got there, she noticed that all of her extra beauty things were torn or destroyed.

The only thing in the basement that wasn't torn or destroyed was a doll sitting on a table in the middle of the basement. Rarity examined the doll. It had a purple mane and white coat just like Rarity. It had blue buttons for one eye and a black button for the other.

But the doll disturbed Rarity. The mane was messy, the chest had a black heart in the middle, and the blue button eye had three scratches through them. Rarity hesitantly walked towards the doll and actually picked it up with her hoofs.

She stared at the button eyes. For some reason, an evil and maniac grin was forming on Rarity's face. She couldn't control it. She even started playing with the doll, pretending it was herself.

"Hi, I'm Rarity." She mocked. "The most beautiful mare of them all. I've lived with these dreadful, greedy and ungrateful little beasts in Ponyville. I need a prince to take me away, *maniac laugh*."

Rarity continued to maniacally laugh. Her laugh echoed within the basement. She didn't have the slightest clue why she was acting this way. Then she remembered something.

'When you feel it, you will see it.' She remembered.

"Oh I feel it, I feel SEXY!" She yelled.

Rarity twirled around in circles as she suddenly began to change. She stood on her hind legs, holding the doll into the air while maniacally laughing. Her mane began to look disheveled like the doll, her chest soon grew a black permanent tattoo that resembled a heart, her left eye soon had three scratches vertically through them, and her right eye turned fully black.

Her eyes shrank as she began to grow insane.

"Mommy's still pretty!" She said.

She then heard the sounds of hissing and scratching coming from upstairs.

"Owe! Opulence, that's not yours, don't eat my homework, I already fed you!" Sweetie belle yelled.

Rarity evilly chuckled and inhaled deeply.

"Opulence. What did I tell you about sharing?" Rarity said.

Rarity said as if Opulence was in front of her. She headed upstairs to deal with her cat. And by deal with her, she meant _deal _with her.


	5. A New Pinkie pie

Twilight was heading over to Rarity's boutique. She assumed that she knew what was going on with Applejack and Fluttershy. When she got there, she knocked on the door. Sweetie belle answered the door.

"Hey Twilight! Did you come to see Rarity?" Sweetie belle asked.

"Hello Sweetie belle. Yes, I did come to see Rarity. Is she here?" Twilight asked.

"Yes, but she told me that she doesn't want to speak with anypony right now."

"Really? Would you mind telling me, why?"

Sweetie belle shrugged.

"I don't know, but I think Opulence needs to go to the hospital."

"Why?"

"Because-"

"Sweetie belle!" Rarity yelled. "Who's at the door!?"

"It's Twilight!" Sweetie belle yelled.

Rarity ran to the door and pushed Sweetie belle out of the way. She opened it half way so Twilight could only see her left eye.

"Hello Twilight!" Rarity said.

"Uh, hey Rarity. What's wrong with your eye?" Twilight asked.

Twilight noticed the three scratches through her eye.

"Oh don't worry about that. Opulence and I had a small fight, that's all."

"Is that why Sweetie belle told me that Opulence needs to go to the hospital?"

Rarity frowned and slammed the door shut, startling Twilight.

"Sweetie belle! I told you not to tell anypony!" Rarity yelled.

* * *

><p>Pinkie pie was baking treats in Sugarcube Corner. She wanted to make some cupcakes for her friends. She didn't have much to do today, so she figured why not. Suddenly, she got a phone call on her phone. She hopped over to the phone with a grin and answered it.<p>

"Hello?" She asked.

"Pinkie pie." A deep voice said.

"This is her, the one and only! Who are you mister?" Pinkie pie asked.

"Pinkie pie."

"*giggles*. You can't be Pinkie pie because I'm Pinkie pie, silly. You sound so funny when you say Pinkie pie because your voice is deep, and it makes it sound funny. Did you know that-"

"When you feel it, you will see it."

"Feel what see what who now?"

"Basement. Now."

The phone hung up. Pinkie pie shrugged and bounced towards the basement. When she got there, she saw nothing but her old stuffed animals and party decorations.

"Oh, I see. You wanna play hide-and-seek with me!" Pinkie pie said.

Pinkie pie searched all over for the mysterious pony who called her, but eventually gave up and started bouncing towards a garden not too far away in Ponyville. She wanted to pick some flowers and deliver them to her friends with her cupcakes.

While heading towards the garden she knew, she accidentally bumped into another mare.

"Whoops, sorry-"

"Watch where you're going!" the pony yelled before trotting away.

Pinkie pie stood up and dusted herself off.

"Geez, talk about party pooper." Pinkie pie said.

Pinkie pie didn't let it ruin he day. Instead, she simply continued bouncing towards the garden. While going there, a group of ponies was snickering and undetectably walked up to Pinkie pie. The leader tripped Pinkie pie, making her fall down.

"Oops, my bad. Didn't see you there." The leader said.

They all laughed and walked away. Pinkie pie stood up and dusted herself off again. She was starting to feel unhappy. She, instead of bouncing, walked towards the secret garden. When she finally got there, she gasped in excitement and stared at the pink flower that stood tall and proud. The pollen was visible and the sunlight beamed down on it.

"It's beautiful!" Pinkie pie yelled.

Just as she was about to get it, a colt stomped on the flower. Pinkie pie gasped again and folded her ears back. She slowly looked up at the dark green colt who still had his hoof on the flower. He had a frown plastered on his face and don't look to nice.

"This flower is mine." He said. "Back off Stinky pie."

Pinkie pie recognized this colt. He met him on the rock farm when she was filly, and he was a really big bully. Pinkie pie gulped and backed away.

"S-Sorry, I didn't know this was your-"

"Of course you didn't!" He yelled. "Your simple brain couldn't process anything!"

"But I-"

"Get lost, Stinky pie!"

Pinkie pie ran back to Sugarcube Corner, regretting she looked for that garden today. When she got home, she slammed the door and went to her room. He hated that stupid horse. He was always mean to her, and always frowned.

Pinkie pie thought about all the times he bullied her. It made her wish he was dead. Pinkie pie never thought about things like that before. So Pinkie pie decided to visit the attic, thinking a few dolls might cheer her up.

When she got to the attic, she noticed that all of her dolls were torn and her party decorations were ruined. The attic was dark, and the only thing that wasn't destroyed in the room was a cupcake sitting on a stool. The cupcake was visible and looked like it had just been baked.

Pinkie pie hesitantly walked over to the cupcake and took ahold of it. It looked like an ordinary cupcake. It was vanilla flavored (that's what she thought) with pink icing and a plain wrapping. She hesitantly took a bite out of the treat. She immediately spit it out however.

"This tastes horrible! Ew!" Pinkie pie yelled.

But after a moment of wiping her tongue with her hoof, she took another bite. This time, it tasted a bit better. It tasted exactly the same, except she liked it this time. She continued eating it until she gobbled the entire thing.

Why did it suddenly taste so good, and addicting? It tasted evil, yet satisfying. It tasted wrong, yet right at the same time. She licked her hoof ion satisfaction and started to giggle. She suddenly began to change. Her crazy and wild pink hair began to flatten and her pink coat seemed darker. Her blue eyes shrank and her teeth were revealed into an insane smile. She breathed heavily and licked her lips.

She wanted more cupcakes. The one she just ate didn't taste like normal cupcakes, they tasted like...flesh. Pinkie pie insanely chuckled and heard the Sugarcube corner door open.

"I want a cupcake! Now!" An angry pony yelled.

Pinkie pie insanely grinned. Someone wasn't too happy.

"Why so serious?" Pinkie pie said. "Let's put a smile on that face."

(Did that sound familiar?)

Pinkie pie bounced towards the front door and towards her first victim.


	6. A New Rainbow dash

Twilight ran to Pinkie pie's home. Something was going on with her friends, and she refused to believe that Pinkie pie was acting strange too. When she got there, she roughly knocked on the door and started tapping her hoof impatiently. Beads of sweat trailed down her forehead. Pinkie pie answered the door and fully opened it, allowing Twilight to see her.

"Hey Twilight!" Pinkie pie said.

Twilight examined her. Her hair was straight, making Twilight confused.

"Pinkie pie, are you sad?" Twilight asked.

"No, why?"

"Because you hair is straight, and-"

Twilight gasped after noticing something red and gooey on her hoofs.

"P-P-P-Pinkie!?" Twilight asked.

Pinkie pie glanced at her hoofs and then giggled.

"Whoops! I kind of got messy with the food coloring. I was making red velvet cupcakes and I almost added too much food coloring in the batter. Want to try one?" Pinkie pie asked.

"Uh, sure." Twilight answered.

Pinkie pie retrieved a red velvet cupcake and allowed Twilight to taste it. Twilight's eyes widened after tasting it.

"Wow, these tastes, amazing!" Twilight said.

Pinkie pie's cupcakes never tasted so good before.

"Thank you! I added a secret ingredient." Pinkie pie said.

"What's the secret ingredient?" Twilight asked.

Pinkie pie giggled again.

"It wouldn't be secret if I told you, silly."

* * *

><p>Rainbow dash, one of the fastest Pegasus in all of Equestria, was resting on the couch of her home which was in Cloudsdale. She had just finished clearing up the clouds for the day, and deserved a nap. Suddenly however, her telephone rang. Rainbow dash groaned and covered her ears with her pillow, hoping the ringing will stop. But it just kept ringing.<p>

So she stood up, stretched her legs, and dragged herself towards the telephone.

"Can't a pony get some rest for once?" Rainbow dash asked sarcastically.

Rainbow dash picked up the phone.

"Hello?" She asked.

"Rainbow dash." A deep voice said.

Rainbow dash blinked twice in confusion before responding.

"Excuse me?" She asked.

"Rainbow dash." The voice said again.

Rainbow dash was getting angry. She thought it was Pinkie pie playing a prank on her. She growled and frowned.

"Pinkie pie, I know it's you! You just woke me up from an awesome nap, just to-"

"When you feel it, you will see it." The deep voice said.

Rainbow dash didn't respond.

"Factory. Now."

The voice hung up the phone. Rainbow dash hesitantly flew towards the abandon factory not too far away. The factory she flew to was abandoned and her parents used to work there. But for some odd reason, they closed it down. She couldn't remember why; matter of fact, she never knew why. But she shook that thought away and finally reached the abandon factory.

Although it was abandon, the sign on the factory still hung. It said, "Rainbow factory". Rainbow dash opened the entrance door and examined her surroundings. It was empty and had empty cardboard boxes with old factory materials. Rainbow dash didn't see anyone, so she growled and flew towards Ponyville.

"I got a bone to pick with you, Pinkie pie." Rainbow dash told herself.

Rainbow dash soon reached Ponyville and started zooming towards Sugarcube corner where Pinkie pie lived. However, she stopped when she seen two ponies arguing. She flew down to them, hoping to end the argument.

"Whoa, whoa, whoa. What's going on here?" Rainbow dash asked.

The first pony pointed at the second pony.

"She lied to me and stole my bits!" The first pony said.

"I did not! I simply borrowed them." The second pony said with an evil grin.

The first pony sighed.

"I needed those bits to pay for my child's education. I need to enroll her to magic kindergarten, and now I can't." The first pony explained.

Rainbow dash felt bad for her, so she took fifty bits out of her pocket and gave it to the pony.

'"Promise me you'll use this for your child only." Rainbow dash said.

"I promise."

Rainbow dash watched her run off, but then noticed she was headed towards the jewelry store. Rainbow dash gasped after realizing what just happened. Rainbow dash growled and continued heading towards Sugarcube corner.

However, she then seen two different ponies talking together. The first pony dropped a banana on the ground and the second pony swooped it up and ate it. Rainbow dash gasped and flew to the two talking ponies.

The first pony was a really old mare and the second one was her young grandson, about the age of thirty something.

"Ma'am, are you aware that your son just ate your banana?" Rainbow dash asked.

The son quickly protested.

"No I didn't." The colt said.

"Yes you did!" Rainbow dash said.

"What's going on here?" The old mare asked.

"This stranger thinks I ate your banana. But I would never do that to you. You do believe me right?" The son asked his grandmother.

"Of course I do." She said with a smile.

They walked away, but the grandson evilly smirked at Rainbow dash before leaving. Rainbow dash growled and flew faster to Sugarcube corner. Just as she was about to reach Sugarcube corner, she heard someone call out to her.

"Hey! You!" A colt said.

Rainbow dash skidded to a stop and landed on the ground, in front of the blue colt.

"Have you ever thought about being the fastest runner in Equestria?" The colt asked.

"Not really. I'm already the fastest flyer, why would I wanna-"

"We'll you're in luck! I can teach you how to run faster than a cheetah in less than twenty-four hours!"

"Really, I don't wanna-"

"Let's get started! All you have to do is pay me ten bits."

Rainbow dash rolled her eyes and took out ten bits. She handed them to the colt an waited for his instructions.

"Okay, first step. Plant your feet firmly onto the ground."

Rainbow dash did as told.

"Now, take a deep breath."

Rainbow dash took a deep breath.

"And, run!"

Rainbow dash ran through Ponyville as fast a she could. She soon skidded to a stop.

"Now what do I do?" Rainbow dash asked.

She looked around and couldn't find the blue pony.

"Hey, where did he-"

She turned around and saw the blue colt running away. She gasped and growled before easily chasing him by flying. She ran in front of him, causing him to skid to a stop.

"Why did you do that! I trusted you!" Rainbow dash said.

"Rule number one, never trust a stranger kid." The colt said, laughing.

"Give me my bits back!"

"No can do kid-"

Rainbow dash lifted him by the collar. The colt gasped. He skin had turned red with anger and it looked like steam was coming out of her head. She was breathing heavily, and her yes shrank with rage. Everypony turned their attention to Rainbow dash.

"Listen you little, punk! I work my flank off almost every day for everypony so that they can have a good day, and I deserve a good day as well. I'm not about to let my day be ruined, because some jerk wants to steal my bits! Get a real job? Or so help me, I will bury you ten feet underneath the ground! Now do you want me to have a good day, or a bad day? Your choice!"

The colt fearfully shook. Rainbow dash, after noticing what she just done, covered her mouth, dropped the colt and flew back to Cloudsdale. When Rainbow dash reached Cloudsdale, she slammed. Her door open and dragged herself in.

She felt that everypony was turning disloyal and greedy. They cared only for themselves and no one else. So, to clear her head, Rainbow dash decided to visit the abandon rainbow factory. When she got there, she opened the door.

The boxes were torn and the old machines were rusty and broken. Rainbow dash gulped and walked inside. Her hoofs echoed throughout the empty, abandoned and isolated rainbow factory. It looked even scarier than last time.

She did however see what appeared to be a small jar of rainbows in liquid form. She hesitantly walked over to the jar and lifted it off the stool. It looked harmless, but why was it here? Was she supposed to drink it? What was she supposed to do with it?

She opened the jar and accidentally spilled some in the floor.

"Whoops." She said.

The rainbow puddle, for some odd reason, started turning red. And then, Rainbow dash realized it was blood. She was scared at first, but then a thought and to her head. She lifted the jar over her head and poured the rainbow substance on herself.

The liquid rainbow substance turned into blood. Rainbow dash started evilly laughing now that her blue coat was soaked with blood. Her rainbow-colored mane had blood dropping off of it. Rainbow dash laughed louder and stared at her reflection I'm a nearby mirror.

An evil and insane grin covered he face. Suddenly, she began to transform. Her mane and tail started looking crazier, her eyes shrank insanely, her blue coat still had blood soaked in it, and she stood on her hind legs. A white lab coat even appeared out of thin air and put itself around Rainbow dash.

"Mom, dad," she said before insanely laughing. "The Rainbow factory is about to reopen."

Rainbow dash insanely laughed, and the heard a young Pegasus filly land near the entrance. She stopped laughing and turned around. She grinned and walked over to the filly with the broken wing.


	7. Let The Games Begin

Twilight quickly ordered a blimp and flew up to Cloudsdale. She banged and pounded on the front door.

"Rainbow! Open the door!" Twilight yelled.

She then seen a note in the door that read,

**Not home at the moment. Come by later**

Twilight was getting worried. All of her friends were acting weird beyond meaning. And she had a bad feeling in her stomach.

"Maybe Spike has some type of explanation." Twilight told herself.

Twilight rushed back to her house and ran inside. Spike was sleeping on his small bed in Twilight's room. Twilight didn't want to wake him, so she just decided to wait until next morning to settle all of this drama.

* * *

><p>It was finally nighttime in Equestria. Twilight was sleeping in her bed, having that same weird dream. This time was different. The creature in her dream actually spoke to her. The only problem was that she couldn't make out what he was saying.<p>

She gasped and shot her eyes opened after waking up. She was sweating rapidly, and took a glance out the window. The moon was full and bright tonight. Spike stirred in his sleep, but soon got comfortable again.

Twilight could no longer stand it. The dream she kept having was starting to disturb her and make her feel extremely uncomfortable. She had to find that mysterious pony she encountered, and she had to find out why we friends were acting so weird.

Before she could do anything however, Spike began to wake up. And when he woke up, he burped up a letter from Princess Celestia.

"Why does she have to send letters at this time of night?" Spike asked.

Twilight thought the same thing. But this letter wasn't from Princess Celestia. It read,

**Dear Twilight Sparkle,**

**Your friends, are acting strange, are they not? I know why, and I know all about you. You're the Element of Magic out of the main six. But not for long... I wanna play a game with you, Twilight. These are the rules. You have exactly six days. If I were you, I would visit each friend on each day. Your goal is to reverse their dark personality and reform them back into their regular self. Using magic is useless, so don't even try it. On the seventh day, I will come after you. And if your friends aren't reborn, then you lose the game. We begin at sunrise. Let the games begin.**

** From Stranger **

Twilight was adjusting to what she just read. Was whoever wrote this letter being serious? There was no way Pinkie pie or Rainbow dash would make a joke and/or prank like this. Twilight nodded and decided to play this game.

It was crazy, but she had to find out the truth about her friends. So she followed the rules of the letter by waiting until morning. She had woken Spike to inform him about what she was doing. Spike thought she was being crazy and paranoid, but Twilight didn't care.

The real game was about to begin.

* * *

><p>Twilight kept having the nightmares, and didn't get much sleep. But she was able to handle the day by preparing herself a cup of coffee. She strapped a saddle round herself and headed towards Fluttershy's house with Spike by her side.<p> 


	8. Butchershy

"Twilight, you're being paranoid." Spike said.

"No I'm not, and I will prove it." Twilight said.

Twilight and Spike were on their way to Fluttershy's house. Spike of course disapproved of this, but Twilight knew it had to be done. She didn't even know what was wrong with her friends.

When she got to Fluttershy's cottage, she immediately noticed the environment looked different from usual. The sky was gray and dull, the grass was dark, the cottage had wooden planks nailed onto them and no animals were in sight.

Twilight and Spike exchanged glances before hesitantly heading towards the door. Twilight knocked and soon heard hoof steps coming towards the door. The door fully opened, revealing Fluttershy. But it was too dark to see her appearance.

The only thing Twilight could see was her outline and her aquamarine eyes.

"H-Hey Fluttershy. Can we talk, please?" Twilight asked.

Fluttershy stood there got a second, staring at Twilight. Twilight nervously grinned and sweated while Fluttershy stared at her. Eventually, Fluttershy stepped aside to allow Twilight and Spike to enter her cottage.

Twilight immediately noticed all the lights were turned off, and the only lights in the cottage were the lot candles. Each candle was either burgundy, gray or black. A small portion of animals were trembling with fear in the corner of the cottage.

"So, Fluttershy. How have you been?" Twilight asked.

"Fine." Fluttershy answered.

Her voice was a tad bit deeper than usual, but still sounded like her usual voice.

"Stay out of my shed." Fluttershy said.

Twilight and Spike blinked twice in confusion. Fluttershy then looked down at the purple and green dragon known as Spike.

"Have you been a good dragon, Spike?" Fluttershy asked.

"Uh, yeah-"

"You haven't been mean to other ponies, have you, Spike?"

Spike was starting to feel uncomfortable, if he wasn't already.

"N-No, ma'am?" Spike said.

Spike never really called Fluttershy ma'am, so it felt weird. But he didn't want to take any risk. Fluttershy then looked up at Twilight.

"Would you two like some tea?" Fluttershy asked.

"S-Sure." Twilight said.

Fluttershy headed towards the kitchen, but then stopped.

"Oh, don't forget. Stay out of my shed." Fluttershy said.

Fluttershy entered the kitchen and prepared tea. Twilight and Spike secretly went to the backyard. Twilight noticed the shed door was slightly cracked open.

"Twilight, this isn't a good idea." Spike whispered.

Twilight ignored the nervous and frightened Spike, and continued walking towards the shed. She peeked inside the dark shed. She slowly stepped inside while Spike followed. Twilight soon found the light switch and flipped it on. She immediately regretted it however. Twilight and Spike gasped after noticing what was hanging on the walls. Dead animals had been ripped apart and their fleshes were nailed to the wall. Some of the animal's stomachs were ripped open and the organs were nailed next to the body.

Blood dripped on the floor and in the corner was a stack of bloody brains from dead animals. They took a few steps inside, staring and gagging at the disturbing scene. Fluttershy couldn't have done this, it just couldn't be. A small table held ears, tails, feet, wings and arms of the creatures she killed. Twilight and Spike examined the room, and just as they were about to run out, the light flickered and a familiar voice was herd behind them.

"Heyyyyyyyy, guys." Fluttershy said.

Twilight and Spike shot their heads around. They finally got a full view of Fluttershy. Her hair was cut short, her ribs were shown and she was standing on we hind legs with a huge butcher knife in her hoof that was as talk as her. She had an insane grin and her eyes were shrunk insanely.

"What I tell y'all about COMING IN MY SHED!" Fluttershy yelled.

She raised her butcher knife high in the air, ready to slam it through Twilight and Spike's skull. Twilight and Spike screamed before running out of the way. Fluttershy continued attempting to slice them in half with her but her gigantic butcher knife. Twilight attempted to use we magic, but for some strange reason, it wouldn't allow her. Every time she tried, her horn would glow for a second, and then a dark glow would overcome her unihorn and send a massive headache to her head, preventing her from performing any spells or lifting any object using levitation.

Eventually, Twilight and Spike ran out of the shed. Twilight needed to find a way to reform Fluttershy. So while running around the backyard, Twilight tried to reason with her.

"Fluttershy! Stop!" Twilight said.

Fluttershy skidded to a stop and held the butcher knife high in the air.

"My name is not Fluttershy anymore. My name is Butchershy! The Element of Kindness!" Fluttershy yelled.

"Kindness!? This isn't kind at all!" Twilight yelled.

"You should've been kind enough to respect my rules and stay out of my shed! I'm only kind to those who deserve it! Now, die!"

Fluttershy, or should I say, 'Butchershy', tried one last attempt to chop them up with her knife. But it accidentally got stuck in the ground. Butchershy struggled, trying to pull it from the dirt. Twilight and Spike ran back to their home, regretting they ever visited Butchershy. When they got home, they immediately fell to the ground. Their hearts were racing and their heads ached of confusion, shock and fear. They were sweating rapidly and breathing heavily. Finally, they gathered enough strength to her towards the bedroom.

"Now do you believe me?" Twilight asked.

Spike nodded. Twilight then winced after noticing she had a large cut on her leg. Butchershy must've cut her with that knife. Spike immediately grabbed a medical kit and healed the wound. He added a bandage and allowed Twilight to rest. She pulled the blanket over her body and was left in deep thought with Spike. It was silent for a moment, until Twilight broke the silence.

"Did Fluttershy really k-k-k-kill those animals?" Twilight asked.

Nopony hadn't said 'kill' before in a while. Spike nodded.

"And, are ALL my friends acting this way?" Twilight asked.

Spike shrugged. He didn't feel like talking at the moment, for he was still in shock. Why would somebody as delicate and innocent as Fluttershy, suddenly start killing animals and attempting to kill their own friends?

Twilight pictured Fluttershy in her head, but that picture was soon replaced with Butchershy. She could replay the entire scene in her head. Twilight sighed.

"Spike. Get some rest. We're going to have a big day tomorrow."

"Why?" Spike asked.

Twilight sighed again.

"We're going to visit Applejack."


	9. Applejerk

Twilight woke up the next day. Twilight and Spike were debating whether they both should visit Applejack. Twilight wanted to keep Spike safe, yet Spike kept saying that he could handle it. So after a long discussion, Twilight gave up and Spike tagged along. Twilight was a bit more prepared than last time. She made sure to pack a flashlight, medical kit, water bottle and food. She honestly didn't want to pack a weapon, for she didn't like the thought of her using a weapon on one of her friends. She left the house and cautiously headed over to Sweet-apple acres were Applejack lived.

When they got there, Twilight immediately noticed the environment. It wasn't lively anymore, in fact, the apple trees were drooping over and some of the apples were spoiled or dull. The grass was yellow and looked like hay. And the sky was dull and gray near this area. Big Macintosh, Granny smith and Apple bloom were nowhere in sight.

Twilight gulped and hesitantly knocked on the door while trembling. Applejack soon came over to the door and cracked the door open. She peeked through the door and took a look at the two frightened animals. She raised a brow and fully opened the door, allowing them to clearly see her entire body. Her hair was ganging loosely down as well as her tail, her eyes looked red and her breath smelled like…alcohol.

"Why are y'all two shaken like that?" Applejack asked.

Twilight and Spike had been fearfully shaking, but Twilight managed to calm down.

"Uh, no reason. Can we talk?" Twilight asked.

Applejack shrugged.

"I guess."

Applejack allowed Twilight and Spike to enter her house. They immediately examined their surroundings. The living room was a mess as if a pack of animals had been fighting. Empty beer bottles and cigarette carts were scattered onto the floor. And one of the windows was cracked. Twilight cringed at the horrible smell of alcoholic beverages and the horrible smell of smoke.

"Sorry 'bout the mess. I had some things ta' handle." Applejack said.

"Oh, it's alright," Twilight said before sitting on the couch. "So, how was your day?"

Applejack shrugged.

"Fine, I guess."

Spike sat next to Twilight. Applejack eyed Spike a bit.

"Spike? Have you been an honest dragon?" Applejack asked.

"Y-Yes ma'am." Spike said.

Now he was calling Applejack 'ma'am'.

"Good. Don't you ever lie to me or Twilight, do ya' understand?"

"Y-Y-Y-Y-Y-Yes ma'am."

"Applejack, have you been, drinking?" Twilight asked.

"Yeah, so? I'mma grown ass mare; I can do whatever tha' hell I want!"

Twilight gasped and covered her mouth. It's been a while since somepony as actually cursed like that.

"I-I-I-I'm sorry! I didn't mean it that way! I was just curious, and I-"

"I understand. Didn't mean to snap at ya'. I apologize." Applejack said.

Applejack took out a bottle of beer and started chugging it down. Twilight watched in horror, but tried to stay calm. Twilight and Spike backed away from Applejack and towards the backdoor.

"Where are y'all goin'?" Applejack asked.

"Oh, I uh…we're just gonna go check out the apple trees." Twilight lied.

Applejack studied her for a second.

"Well, alright." Applejack said.

Twilight and Spike went through the backdoor and made sure Applejack didn't follow them. Twilight and Spike soon heard muffling sounds coming from the barn. Twilight and Spike looked at each other before walking inside the barn. It was dark and difficult to see at first, but Twilight soon found a light switch. When she turned it on, she seen something she didn't expect to see.

Granny smith, Big Macintosh and Apple bloom were all tied up in a rope with a hat on that said "Liar, liar, pants on fire". Their mouths had duct tape on them, making them unable to speak. They looked scared beyond meanings, and were trying to yell help. Spike ran to them, trying to untie them. But then, Twilight and Spike heard the door slam shut and lock.

They shot their heads around, only to see Applejack standing on her hind legs in front of the exit/entrance door. They all gasped and watched as Applejack's frown deepened. She held a wooden baseball bat.

"I. Don't. Like. Liars." Applejack said.

Applejack attempted to knock Twilight and Spike out with her baseball bat, but they quickly ran out the way. Once again, Twilight tried using her magic, but the same thing that happened last time happened again. Twilight was left with a massive headache. Applejack tripped Twilight with the baseball bat, but before she could do anything else, Twilight bucked Applejack away from her. Applejack threw a couple of beer bottles at the two frightened animals.

"A-Applejack, you have to stop this!" Twilight said.

"I ain't Applejack! I'm Applejerk! The Element of Honesty! And I honestly want ta' smack the livin' hell outa' y'all with this baseball bat!" Applejack yelled.

Applejerk continued throwing bottles of beer at Twilight and Spike until eventually, Twilight bucked the door down and ran back to the house with Spike.

"You better run, ya' dirty rotten liars!" Applejerk yelled.

When Twilight and Spike got home, they landed on the floor once again. Twilight's coat was soaked with alcohol thanks to Applejerk throwing beer bottles at her. Twilight groaned and sat down in her bedroom with Spike.

"This is becoming a nightmare." Twilight said.

"Why is this happening?" Spike asked.

Twilight handed Spike the letter she received and he read it.

"Whoa, creepy." Spike said.

"I know."

Twilight and Spike crawled into their beds. Twilight pictured Applejack in her head, but it was quickly replaced by Applejerk. Twilight sighed and pulled the blank over her body.

"Who are we visiting tomorrow?" Spike asked.

"We're gonna visit Rarity."


	10. Lil Miss Rarity

Twilight and Spike were heading over to Rarity's boutique the next day. Spike was praying that Rarity wasn't insane like Butchershy and Applejerk. He would hate to see his crush looking like a mental and insane pony. When they got there, Twilight knocked on the door.

"Just a minute." Rarity said from inside the boutique.

Rarity soon came to the door an opened it, revealing her entire body. She wore a robe covering her body, a towel covering her mane, a facial mask and an eye patch on her right eye. Twilight and Spike stared at her with confusion.

"Greetings dearest, Twilight. And greetings to you Spike. I know your both wondering why I'm dressed in such attire with an eye patch and a facial mask. Lets just say, Sweetie belle decided to help me with a little, experiment. But anyway, can I assist you two of something?" Rarity asked.

"Ugh, yes. Can we come in?" Twilight asked.

Rarity stepped aside and allowed them two to enter. Her boutique didn't look much different. Unlike Butchershy and Applejerk, her boutique looked exactly the same and wasn't creepy or messy. But for some weird reason, Rarity's mannequins were missing and out of sight.

Twilight thought about it, but was soon snatched out of her thoughts by Rarity's voice.

"Can I get you something to drink? Perhaps, tea? Or coffee?" Rarity asked.

"Ugh, no thank you." Twilight said.

Rarity sat down next to Twilight and Spike on the couch.

"So, Rarity, have you done anything exciting lately?" Twilight asked.

"Of course! Thank you for asking. I've been spending a lot more time with Sweetie belle lately, and I really admire her artistic skills. But something bothers me greatly."

"What?"

"You see, I wanted her to draw and create art using my special paint, but she refuses. I don't know why, it would've been fun. And every time I mention my special paint, she starts getting scared."

Twilight seemed curious.

"Go on." Twilight said.

"Ever since I've introduced her to my special paint, she hasn't been looking at me the same way."

"What is your special paint made of?"

Before Rarity could answer Twilight's question, they all heard the sweet voice of Sweetie belle.

"Rarity! Can I go play with Scootaloo and Apple bloom?" Sweetie belle asked.

"Of course you can darling. But be back before supper. Pinkamena and I have prepared a special desert for you, and we think you'd love it." Rarity answered.

"Pinkamena?" Twilight asked.

"Whoops! Did I say that? I meant, 'Pinkie pie'. Silly me! How can I get Pinkie pie mixed with Pinkamena?"

Rarity chuckled while Twilight cautiously examined the suspicious unicorn. Sweetie belle ran out the front door of the boutique a of she wanted to desperately leave the place for some weird reason.

"Spike, have you been a generous dragon?" Rarity asked.

"Y-Yes ma'am." Spike said.

"Good. Now I must-"

Soon, Rarity heard the telephone ring. Rarity headed over to the telephone while Twilight and Spike tip toed over to the attic. They had seen a trail of a wet substance that they couldn't predict thanks to the carpet. When they reached the attic, they hesitantly flipped on the light switch.

Twilight and Spike froze. Mannequins were standing tall with parts of real ponies sewed onto them. A doll that looked like Rarity had sat on a stool with a beating heart that was sewed into the chest of the doll. A jar of blood sat in the far corner of the attic, and the label read, "Special paint".

Twilight then realized why Sweetie belle was so desperate to leave. Rarity had tried to convince and persuade Sweetie belle into drawing by using blood. Before Twilight and Spike could do anything else, they both heard an insane laughter coming from behind them.

They shot their body around and seen Rarity, without her robe, facial mask and eye patch. Her entire body including her bold-and-black eye, heart-shaped tattoo on her chest and the three scratches through her other eye were all visible. She stood on her hind legs and her mane and tail were disheveled.

Without thinking, Twilight snatched the small Rarity doll up and held it in her mouth.

"Twilight, darling. Give me my doll please." Rarity said.

Twilight shook her head. The doll possessed something dark, and Twilight knew that if she gave it to Rarity, she'd be more insane than she already is.

"Twilight, this is no longer an option. Give me my doll."

Twilight ran in front of Spike, whose eyes were widened with fear and disbelief.

"R-Rarity..." Spike said.

"Spikey Wikey, please tell Twilight to give me my doll." Rarity said.

"Don't do it Spike!" Twilight said, still holding the doll on her mouth.

Spike was sweating rapidly. He couldn't decide who's side to choose. He knew that if he chose Rarity's side, it would be wrong. But if he chose Twilight's side, he would ruin his chances of earning Rarity's love. He soon decided to choose Twilight's side, because his feelings didn't matter at the moment.

"Rarity, I can't let you do this." Spike said.

Rarity frowned and crossed her arms.

"Fine, if you won't give it to me-"

Rarity levitated a few very sharp needles she used for sewing, and a few sharp jewels.

"Than I'll take it from you by force!"

Rarity shot the needles and jewels at Twilight and Spike. They easily dodged the attacks and tried to find a way out of the attic. Twilight had dropped the doll accidentally and then noticed the beating heart inside of the doll.

"R-Rarity!?" Twilight asked.

"Opalense wasn't behaving well, so I ripped out her heart and gave it to someone who truly deserves it." Rarity said.

"A doll?"

"She's not just a doll! She's the only friend I have!"

Rarity shot more diamonds and needles at Twilight and Spike. Soon, a diamond stabbed Spike's tail, causing him to yelp in pain and fall over.

"Spike!" Twilight yelled.

Twilight ran to Spike's side and kneeled down next to him. Blood trickled down his tail. Twilight couldn't believe her eyes. She hated seeing blood. Almost everypony hated seeing blood. Someponies have never even seen blood. How could Rarity do such a thing?

"How could you Rarity!?" Twilight asked, tears almost forming.

"Rarity? I'm not Rarity anymore, darling. I'm Lil miss Rarity! Element of generosity! And since you weren't nice and generous enough to give me my doll back, then I'll just have to teach you a lesson about manners!"

Twilight carried Spike out of the attic and downstairs, desperate to run back home.

"Where do you think your going?" Lil Miss Rarity asked.

Lil Miss Rarity used her magic to lock all the doors and windows. Twilight gasped and tried pulling them open. But it wouldn't budge. Rarity continued walking towards Twilight and Spike. Spike was still laying on the ground in pain, but found enough courage to pick up a jewelry box off the floor and throw it at Lil Miss Rarity.

It got Lil Miss Rarity's head and caused her to fall on her back. Twilight soon broke the door open and carried Spike home. When they got home, they landed on the floor again. They heavily breathed. Spike began to form tears in his eyes. Twilight was able to aid his wound, but he still felt sad.

"What's wrong Spike?" Twilight asked.

Spike was silent for a second, but then spoke.

"How could Rarity do such a thing...?" Spike asked.

Twilight sighed and hugged Spike.

"I don't know Spike. But it'll all be over soon. I just have to find a way to reform my friends." Twilight said.

And with that, they both went to sleep. They knew who they were gonna go against tomorrow. Pinkie pie.


	11. Pinkamena Diane Pie

Twilight and Spike had woke up the next day. They noticed how each friend grew more and more difficult whenever Twilight and Spike visited them. It wouldn't be long until they had to fight Rainbow dash which was bound to be the most challenging. Just as Twilight and Spike were about to head over to Sugarcube corner, they got a phone call on the telephone.

Twilight answered it, only to hear Pinkie pie's cheery and enthusiastic voice.

"Hello-"

"Hi Twilight!" Pinkie pie yelled, cutting Twilight off. "Could you do me a favor?"

"What type of favor?" Twilight asked Pinkie pie.

"A very fun favor! I need help making cupcakes. Could you please come over here and help me?"

"Ugh...sure?" Twilight said.

"Great! Can't wait to make and bake cupcakes! Hey, it rhymed!"

Pinkie pie hung up the phone. Twilight knew something was up, so she cautiously headed over to Pinkie pie's house with Spike. When she got there, she knocked on the door. She prayed to Celestia that Pinkie pie wasn't as insane as her other friends right now. Pinkie pie cheerfully opened the door with a grin.

She looked the same, expect her hair was flattened for some odd reason. Usually when he hair was flag, that meant she was sad or mad. But she looked perfectly fine. What was going on?

"Your finally here! Yay!" Pinkie pie yelled. "And you brought Spike! Your a really thoughtful person Twilight; the more the better."

Twilight nodded and cleared her throat.

"So ugh, Pinkie pie?" Twilight asked.

"Yes?" Pinkie pie asked.

"Have you been feeling...normal and okay lately?"

"I think so. Why?"

"No reason."

Twilight and Spike walked inside Pinkie pie's house. It looked normal unlike the last three friends. The kitchen was clean, decor was cheery and treats of all kinds were in the display case. Twilight actually seen one treat that caught her eye. It was a velvet cupcake, similar to the she ate the first time she visited Pinkie pie.

It looked and tasted so different from the one's she usually made. So Twilight decided to ask her.

"What's that cupcake made of?" Twilight asked, pointing to the red velvet cupcake in the display case.

"Well, a special pony helped me make it. As for the secret ingredient, I can't tell you. But I do need you to help me get some more secret ingredients." Pinkie pie explained.

"Well how am I suppose to help you get more if I don't know what it is?" Twilight asked.

"Simple, just eat this cupcake." Pinkie pie said before pulling out a cupcake.

It was coconut flavored with sprinkles and white frosting.

"I gotta use the bathroom." Spike said.

"Okay, don't be long." Pinkie pie said.

Spike left to use the bathroom while Twilight took a bite out of the cupcake. She smiled. It didn't taste too bad, but it kind of had a weird after taste.

"So ugh, Pinkie pie? What have you been doing lately?" Twilight asked.

"Nothing much, other than baking treats. Listen Twilight, I would really love to talk to you, but its about time you took a nap." Pinkie pie said.

"What?" Twilight asked.

Twilight then began to feel dizzy. Her vision was getting blurry and she started stumbling over.

"P-Pinkie...pie...? What's...happening?" Twilight asked.

But before Pinkie pie could answer her question, Twilight fell on the ground and passed out.

* * *

><p>Twilight groaned and began to wake up. Everything around her was dark. She tried moving her hoofs, but they felt as if they were strapped down. She also tried moving her head, but her head was strapped down too.<p>

"What's going on here?" Twilight asked.

She tried glowing her horn, but soon remembered that she couldn't. She began to panic, until she heard a familiar voice.

"Oh, your finally awake." Pinkie pie said.

Twilight shot her head towards the door that suddenly opened in front of her. The outline of Pinkie pie was what Twilight seen.

"P-Pinkie? What's going on?" Twilight asked.

Pinkie pie giggled and stepped inside of the room.

"Were making cupcakes, remember?" Pinkie pie said.

"Ugh, okay. Well why am I tied down?"

"Because, I need the secret ingredient to make my cupcakes."

"Secret ingredient?"

Pinkie pie giggled.

"You, silly." Pinkie pie answered.

Pinkie pie flipped the switch and the light to the room came on. Twilight gasped after examining her surroundings. Dead ponies were everywhere, either stuffed or used as some other decoration. A sign that said "Life's a party" was hanging above a table. Blood was everywhere, and torture devices were very visible.

"I was so glad when your number popped up! In fact, was so excited, that I almost forgot to breath! I can't wait to slice your head open and hold the smartest brain in Equestria!." Pinkie pie said.

Twilight was shocked and scared. Both her surroundings and Pinkie pie's words were disturbing. Twilight knew she couldn't use her magic. Not only was she unable to produce magic in the first place, but Pinkie pie wrapped a piece of cloth around her unihorn.

"P-Pinkie pie, why are you doing this?" Twilight asked.

"I just told you." Pinkie pie said.

"B-But this is wrong. Friends don't do things like this to each other."

"It's too late now, Twilight. You were the one who volunteered, so its your fault that your here."

Believe it or not, Twilight began grow angry.

"Your a sick, bastard!" Twilight yelled,

Twilight gasped and tried covering her mouth, but then remembered that her hoofs were strapped down. She never said a cuss word in her entire life. It made her tongue feel funny. Pinkie pie however, looked as if she didn't mind Twilight cussing.

"Sick? I just checked my temperature not too long ago, so I assure you Twilight, I'm perfectly fine. But thanks for being so concern. You really are a true friend." Pinkie pie said.

Pinkie pie grabbed a small knife from the metal table and walked closer to Twilight.

"Now let's get started!" Pinkie pie said.

Twilight knew she was doomed, until she seen a small familiar purple and green dragon tip-toe his way into the room. Twilight pretended she didn't see him so that Pinkie pie wouldn't find out. Spike grabbed what looked like a large wooden plan and stood behind Pinkie pie. He raised his wooden plank high in the air, but before he could hit Pinkie pie, Pinkie pie grabbed it and shot her body towards Spike.

Her face was inches away from Spike's, her eyes were shrunk and an insane grin was plastered on her face.

"Hi, Spike!" Pinkie pie yelled.

Spike screamed and ran away from Pinkie pie. Pinkie pie giggled and slowly headed towards Spike, who was trying to find a way to free Twilight. Spike dodged all the sharp blades that Pinkie pie thrown at him, and tried desperately to stay alive. Pinkie pie looked as if she was enjoying this. Her insane smile never left her face.

Spike finally ran fast enough to unstrap one of the shackles from Twilight's hoof. But just as he was about to unstrap another one,

"Spike, look out! Don't-"

But before Twilight could finish, a small butcher knife went straight through his stomach.

"SPIKE!" Twilight yelled.

Twilight felt tears forming in her eyes as she stared down at Spike. Spike's breath was taken away as he fell on his knees in front of Twilight.

"T-Twilight..." Spike said.

Twilight watched as blood poured out from Spike's wound. Pinkie pie walked up behind Spike and lifted the poor dragon up by the tail.

"W-Why, Pinkie?" Twilight asked.

Pinkie pie giggled.

"Are you seriously that naive? I told you already, I need my secret ingredient. I almost forgot Spike was here, so I guess I'm gonna have to bake him into a cupcake too. I wonder how dragons taste like."

Twilight growled and used her free hoof to pull all the other shackles off roughly. Pinkie pie was too distracted to notice. When Twilight was free, she did something she never thought she'd do, ever. She bit Pinkie pie real hard on her back. Pinkie pie gasped and released Spike. Spike landed on his back, still in a state of shock and pain.

Twilight released Pinkie pie and ran over to Spike. She carried Spike on her back and backed away from Pinkie pie, who had an insane grin on her face.

"Twilight, I never realized you wanted to taste me." Pinkie pie said, referring to when Twilight bit her.

"Pinkie pie, please, stop!" Twilight begged. "Stop all of this madness! I'm your friend remember?"

Pinkie pie giggled.

"My name isn't Pinkie pie anymore, silly. Its Pinkamena Diane Pie, the element of laughter. Has a nice ring to it don't it?" Pinkie pie said.

Pinkamena giggled as Twilight ran out of the basement with Spike still on her back. Twilight tried opening the door, but it wouldn't open. Until eventually, she stomped the door down.

"Hey!" Pinkamena said. "We aren't done yet!"

But Pinkamena didn't bother chasing them. She wanted them to leave. Why? Well, she knew who they were gonna face next. Twilight ran as fast as she could back to her house. And when she got there, she laid Spike on his back and quickly pulled the knife out of his stomach. Spike cried out in pain as more blood oozed out.

"I-I'm sorry Spike, but I have to cure it." Twilight said

Twilight quietly sobbed as she cured Spike's wound. The thought of the most cheeriest pony in Ponyville doing this to some pony else, was truly a reason to cry. When she was done, she wrapped some ace wrapping around Spike's stomach and laid him down in his bed.

Then, she laid down in her own bed and sobbed relentlessly. Poor Twilight knew her friends were never gonna return to their normal state. How was she gonna reform them all in one single day? Then, a letter appeared. Twilight confusingly read the letter. It read,

**Dear Twilight, Clearly, you have lost. You aren't cable of reforming your friends in exactly twenty-four hours. So, let's make a deal. If you can reform Rainbow dash, than you automatically win and I will reform the rest for you in less than one minute. But if you don't, than your friends will never return to normal again, and you will be seeing me soon.**

** -Stranger**

Twilight knew this was gonna be difficult. Reforming the most fastest flyer and the most hard-headed pony in Ponyville wasn't going to be easy. But if she reformed her, than all her friends would be reformed too.

"Don't worry Rainbow dash." Twilight said. "Tomorrow, everything will be back to normal."

Or so she thought.


	12. Rainbrute

Twilight woke up early the next day. She told Spike to stay home this time, for his wound was still healing. She quickly ate breakfast and made sure to pack a gun. That's right, Twilight bought a gun. She had practiced a little, and figured out how to hold the gun properly in her mouth. But holding it in her mouth made it more difficult to pull the trigger. So she tried holding it with her hoof.

But that made it more difficult to hold the gun. Twilight never has a gun in her possession, and never thought she needed one, until now. She didn't like holding a gun at all, neither did anypony. But she couldn't use her magic and she didn't know how to fight, so she had no choice. She put the gun in her bag that she strapped around her back, and headed out the door.

She flew up to Cloudsdale in her hot air balloon, and noticed that Rainbow dash wasn't home. In fact, she just left. Twilight just seen her leave, for she had shot through the sky, leaving only a rainbow behind. Twilight secretly followed Rainbow dash, wondering where she was headed to. Eventually, she came upon a huge factory.

Lightning struck over it, and a dark rainbow just erupted from the factory. Pegasus with lab coats were flying in and out of the factory. Twilight curiously yet cautiously tip toed her way in the factory undetected. She hid behind a wall, and seen Rainbow dash go through a secret room. Twilight tried following, but had been detected.

"Hey! You there! Halt!" One of the ponies said.

Twilight gasped and seen two masked ponies flying towards Twilight, holding their electrocution, stick, thingies (I don't know what they're called). Twilight ran as fast as her hoofs could run, hoping they wouldn't catch up to her. Unfortunately, the masked ponies were fast, but not as fast as Rainbow dash. So Twilight managed to escape. However, more and more masked ponies began to detect Twilight, until Twilight just gave up.

Twilight skid to a stop and turned towards the masked ponies in defeat. She was panted, and sweat trailed down her purple coat. She needed to regain her breath before speaking. The masked ponies surrounded Twilight, ready to electrocute her.

"Okay, okay, you win." Twilight said.

One of the masked ponies spoke.

"Who are you, and what are you doing here?" The masked pony asked.

"My name is Twilight Sparkle, and I've come to see Rainbow dash."

The masked ponies gasped and began to whispering, before turning their attention back to Twilight.

"Aren't you the pony who defeated Nightmare moon?" One masked pony asked.

"And reformed Discord, the master of chaos?" Another masked pony asked.

"And took the amulet from the Great and Powerful Trixie?" A third masked pony asked.

"Well, yes." Twilight answered. "But I had some help from my pony friends, and one of my friends is Rainbow dash. Could I speak to her, please?"

"Hmm...I don't know."

"What do you mean?"

"Well, Rainbow dash told us that unicorns and earth ponies aren't allowed in this factory. Only Pegasus. This is a secret organization that nopony, besides us, is supposed to know about."

"I'm sure she'll understand. After all, we're friends. And if it was so secret, than why is your factory hovering over the sky right next to Cloudsdale?"

"Well, you see, ugh-"

"What's the hold up!" A familiar voice yelled.

The masked ponies, including Twilight, turned their attention towards Rainbow dash. She zoomed out of the room she entered and landed on the ground in front of the ponies. She confusingly looked at Twilight, while Twilight looked at her with shock. She was wearing a lab coat with blood stains here and there on her blue coat. Her mane and tail looked a mess, and she had a mean frown the entire time.

"R-R-R-Rainbow dash?" Twilight asked.

"Twilight, what the buck are you doing here?" Rainbow dash calmly asked, but with a hint of annoyance.

"I-I-I-I wanted t-t-t-to ask you something."

"What is it Twilight?"

"I-I-I-I, ugh..."

Twilight looked around, sweating, not sure what to say.

"Ugh, I wanted to ask you why, you haven't been coming to Ponyville lately."

Rainbow dash stared at her for a while before answering.

"I've been busy. Now get out, before you stick your muzzle in places it shouldn't be stuck in." Rainbow dash demanded.

"W-What!? You've been busy!?" Twilight said. "That's all you have to say!? But-"

"Shut up!" Rainbow dash yelled.

Twilight was shocked, but closed her mouth. Rainbow dash was angry. Very angry.

"Work is more important than 'hanging out'! Don't you know how much hard work it takes to-"

Rainbow dash then stopped.

"...How much did you see?" Rainbow dash asked.

"W-What do you mean." Twilight asked.

"What did you...What did you see when you...entered this, factory?"

"The only thing I seen were masked ponies-"

"Good. That means it's not too late for you to leave. Now get out."

"B-But Rainbow dash please-"

"I said get out!"

The masked ponies dragged Twilight towards the exit. Twilight struggled.

"Let me go, now!" Twilight yelled.

"Sorry Twilight, but you'll regret not leaving this factory." One masked pony said.

Twilight didn't listen. She managed to escape one of the pony's grasp and punched him in the jaw. The other masked pony gasped and growled.

"You just punched my brother! Why I ought to kick your-"

Twilight bucked the other masked pony off. She then ran away from the masked ponies once again, avoiding them and their electrical sticks. While running, she ran into a wide room which looked like the main room. She immediately saw a bunch of crying fillies standing in the middle of the floor.

"W-What's going on here?"

One of the crying fillies turned their heads toward Twilight. Her eyes were stiff and full of tears. She sobbed, trying to speak.

"H-Help us, please, please!" She yelled.

"Oh my goodness, I-"

Before Twilight could finish, she felt someone's hoof slam against the back of her head. Twilight landed on her back and rolled over a few times. She groaned and opened her eyes, only to see Rainbow dash, absolutely enraged.

"What the BUCK do you think you're doing!?" Rainbow dash asked.

Twilight hesitantly stood up with shaking legs. She knew she was going to have to face Rainbow dash's fury, and prepared for the worst. She stood tall and brave, although she was still afraid.

"Rainbow dash, why are all of these fillies crying, and what are they doing here?" Twilight asked.

Rainbow dash growled furiously.

"That's none of your business-"

"Why do you have blood on your coat, and what are all these masked poniess doing-"

"Twilight, shut up now-"

"No! I will not!" Twilight yelled.

Rainbow dash was surprised, and the room grew silent.

"I've been through way too much! All of our friends are acting physco, and so are you! I have no clue what's going on here, but by the looks of it, whatever you doing, isn't good at all!"

Twilight pounced onto Rainbow dash, eyes full of fury.

"Now tell me, or I swear to Celestia, I'll knock the blue off your coat!"

Rainbow sash stared at her for a second, before chuckling.

"Very well. You wanna know what's going on? I'll tell you what's going on." Rainbow dash said.

Rainbow dash flew into the air.

"Welcome, to the Rainbow Factory! Here we grind young Pegasus into rainbows, so that they may make themselves useful to Cloudsdale, and all of Equestria!" ]

Twilight was shocked. This was the worst one. Fillies, being tortured and grind into, rainbows!?

"W-What!? Why!?" Twilight asked, shock in her voice.

"Take a look at these worthless fillies." Rainbow dash said.

Twilight looked at all the crying fillies who stared at her with sorry and pain.

"None of these ponies can fly." Rainbow dash said.

"...So, that's why your turning them into rainbows!? For an idiotic reason like that-"

"There a disgrace to the Pegasus name! And they deserve to die-"

"So, if I fail my math test, you're gonna grind me into a mathematical textbook?" Twilight said, with a hint of sarcasm.

Rainbow dash growled.

"It's not that simple-"

"Obviously it isn't, if you're killing poor innocent fillies-"

"Well you know what!?" Rainbow dash yelled. "You can join them!"

'Wait...what?'

"That's right, I said it! You know too much anyway; you can shut down our business."

"But...but Rainbow dash-"

"Guards! Take this pony down!" Rainbow dash ordered.

The guards walked towards Twilight. Twilight pulled out her gun and tried holding it, but it kept falling out her hoofs. Rainbow dash laughed quite loudly.

"Are you actually attempting to shoot me!? You can't even hold it right! How pathetic!"

She continued laughing while Twilight tried holding the gun in her mouth.

"You cannot stop me! I am Rainbrute, the leader of the Rainbow factory and the Element of Loyalty! I stay loyal to true Pegasus, unlike these worthless flightless specimens who-"

Twilight accidentally pulled the trigger using her mouth, and the bullet shot Rainbrute's hoof. Rainbrute screamed in pain and began rapidly flying in circles, until the pain slowly went down. Her hoof was bleeding, and drops of blood hit the floor. Rainbrute looked up at Twilight with an enraged expression.

"I'M GONNA KILL YOU!" Rainbrute yelled.

Oh it was about to go down.


	13. The Very Dark Truth

Rainbrute pushed Twilight onto the ground, while fillies screamed and guards prevented the fillies from running away. Twilight gasped as she saw Rainbow dash attempting to punch her. She rolled over, causing Rainbrute's punch to hit the cloudy ground. Twilight stood up and attempted to shoot her again, but Rainbrute kicked her straight in the jaw. Twilight dropped the gun and fell on her back, groaning in pain.

"Give it up, Twilight!"

Twilight slowly stood back up, trembling with fear. She's never fought like this before, and she couldn't help but feel weak. She spat blood from her mouth, feeling dizzy, but managed to throw a barrel containing weird liquid rainbows in them at Rainbrute. The liquid stung Rainbrute's eyes, causing her to scream in pain. Twilight then tried taking down the guards, by throwing more barrels at them. When they were taken down, she opened the exit door.

"All of you, run-"

But before Twilight could finish speaking to the fillies, Rainbrute kicked her straight in her side. Twilight slammed against the cloudy walls and Rainbrute slammed the exit door shut.

"Twilight!" One of the fillies yelled.

Another filly growled.

"Leave Twilight alone, you big bully!" The filly said to Rainbrute.

Rainbrute growled.

"Shut up!" Rainbrute yelled.

Rainbrute slapped the filly straight in his blue face, leaving a red mark, which then turned purple (because red and blue makes purple!). Twilight gasped and stood up.

"Rainbow dash!? That's filly abuse!" Twilight said. "You've gone too far!"

"And you've gone far enough, Twilight!" Rainbrute yelled.

Rainbrute launched herself at Twilight, preparing to punch her several times. But Twilight managed to head but Rainbrute's stomach, making her fall on the ground. Twilight tried opening the exit door again, but a guard stood up and electrocuted Twilight.

Twilight shook in pain as the electricity rushed through her body. She then fell onto the cloudy floor, smoke going into the air. She twitched a few times and watched as the guard pointed his electrocution stick at Twilight.

"Don't move a muscle!" He yelled.

Twilight ignored his demand and bit his leg. The guard yelped and fell back, for Twilight then head-butted his stomach. Twilight ran towards the door and yanked it open.

"Go, now!" Twilight yelled.

Rainbrute stood up, still in pain.

"Nopony leaves this factory!" Rainbrute yelled. "Stop her, kill her!"

A few guards stood up and ran after Twilight, while the others were still unconscious. All the fillies flew out of the exit door while Twilight held the door open.

"NO!" Rainbrute yelled in rage.

The guards were too late. All of the fillies escaped. Twilight then tried running out of the door to. But the enraged blue Pegasus wouldn't allow it. Rainbrute quickly sped up at Twilight and punched her in the face several times, receiving yelps and other painful sounds, until Twilight was thrown to the wall.

Twilight could no longer stand it. She was bleeding all over her body, and her vision was getting blurry. Her body ached badly, and she began to lose balance. Rainbrute grabbed her by her tail and lifted her off the ground.

"You're gonna pay for what you've done, you little bitch!" Rainbrute said.

Rainbrute flew extremely fast down the hall of the factory, with Twilight's tail in her hoof. Twilight groaned and looked ahead as the rushing wind stung her face. Rainbrute was headed towards a glass window. Twilight gasped.

Rainbrute was about to throw Twilight out of a window. Twilight couldn't do anything, for she was too weak at the moment. She still couldn't use magic, and she had no other way of defending herself. This was it. Twilight's life was about to end.

Twilight closed her eyes, shedding a few tears, wondering why this had to happen. Flashbacks of all the good times Twilight had with her and her friends flooded through her head. All the friendship lessons they learned, and villains they defeated. All the happy times they shared, and friendly moments they created. All of those beautiful memories that Twilight held, rushed through her head at that moment.

Finally, Rainbrute threw Twilight out of the window. The window shattered, and the only thing Twilight could see was blood, the glass pieces, the Rainbow Factory and the sky. The images of her friends slowly passed through her mind, from the good images, to the bad ones.

Songs that Pinkie sang, dresses that Rarity made, apples that Applejack bucked, animals that Fluttershy took care of and rainbows that Rainbow dash created ran through her head. Happiness was the last thought Twilight has, before everything went, black.

* * *

><p>Twilight began to wake up. She groaned, feeling something all over her body. Bandages.<p>

'Where am I…?' Twilight thought. 'Wha…What happened?'

Twilight fluttered her eyes open, only to see a rocky roof, as if she was in a cave. Which she was.

"Greetings, Twilight." Somepony said. "We meet, at last."

Confusingly, Twilight sat up and looked around. She didn't see anypony. All she seen was the cave walls surrounding her. She had bandages wrapped around her body, and was lying down on a dark-colored bed.

"Hello?" Twilight called out.

Soon, somepony stepped out of the shadows. Twilight immediately shot her head towards that somepony. It was a mare, with a very sharp and pointy unihorn, and demonic wings. She had straight black hair with split ends and holes in them, as well as her tail, which was outlined with red. Her eyes were red, with a slit pupil, and she had a few scars on her body. She had a hole in her ear, and her cutie mark looked like the…devil sign (circle with a star in the middle).

"My name is Satania." The mare stated.

Her voice sounded dark, yet quiet, and woman-wise.

"I am the one who brought you here."

Twilight examined her.

"You…saved my life." Twilight said.

"Indeed. But I also ruined your life." Satania said.

"Wh-What do you mean?"

Satania darkly chuckled.

"You naïve fool, don't you get it?" Satania asked rhetorically. "I'm the one who turned your friends into monsters. I'm the one who took away your magical powers. And I am the stranger who sent you that letter. Ring a bell, Twilight?"

Twilight gasped.

"Y-You!? You did all of this!?" Twilight asked. "But, why!? Why would you do such a thing to everypony!?"

Satania laughed evilly.

"Because I can. You see, Equestria is all about magic, and friendship. That's so boring, and adorably sick! I hated Celestia, and I was glad to hear that Luna turned against her. But you and your pathetically stupid friends had to ruin, everything! So, I decided to get my, revenge. I turned all of your friends against you, and took away your powers, so that Equestria will become a living hell for everypony in existence! And once your friends are evil, I'll be able to unleash actual demons from hell! Equestria will then be mine." Satania explained.

Twilight had to adjust to this.

"Now there is only one thing left…to destroy you!" Satania said. "I was gonna let Rainbrute finish you off, but, it'd be more fun if I let ALL of your friends finish you off together!"

"What!? You're a physco!" Twilight yelled.

"True, but I still won, and that's all that matters." Satania said.

"B-But what about that pony I seen at the party in the bathroom?" Twilight asked.

Satania froze.

"What, pony?"

"H-He was black, with red eyes, and I keep seeing him in my dreams." Twilight said. "He couched up some weird green gas in my face, a-and every since then, I've been having nightmares about him."

Satania gasped.

"My…My brother. He must've changed your-"

Satania froze and looked at Twilight.

"He must've changed your element." Satania said.

"What?"

"My brother is an element changer. Whenever he blows hot green gas into somepony's face, their element changes to the opposite element. So since your element is Magic, then your next element must be…reality."

"Reality? But that doesn't-"

"You're gonna turn into something much darker than your friends, combined Twilight!"

Satania laughed evilly.

"Perfect!"

"What!? But, that can't-"

"You're gonna turn into a monster Twilight! Hahahaha! My plan will definitely work now!"

Twilight looked at the floor with shock and sorrow.

"Look on the bright side. At least now nopony will kill you." Satania said. "You have one hour left until you turn into a monster. Enjoy your innocent while you can, Twilight, Sparkle."

Satania evilly laughed loudly and soon left the cave. Twilight sobbed relentlessly.

'No…this can't be…' she mentally said. 'This can't be happening!'

Oh but it was happening. Poor Twilight sobbed her eyes out, as the minutes quickly passed by. Soon, she'll become the most evil, darkest, dangerous pony in all of Equestria.


	14. Brutalight Sparkill

**So so sorry about that accident! I accidentally posted a chapter from a different story! Why didn't anyone tell me!?**

The sky was beginning to turn gray. Clouds filled the sky, and not a ray of sunshine was shining. Ponies were coming up missing, and all the ponies of Ponyville were wondering what was going on with the main six. Small creatures were missing, apples weren't being bucked, dresses were being made out of ponies, treats were being made out of ponies and dark rainbows would sometimes appear in the gray sky.

This left everypony concerned, worried and frightened. Everypony stayed in their houses, believing it was the safest place to be. Twilight, meanwhile, was still in the cave. She was writing a letter, and when she was finished, she sent it to Celestia by putting it in the mailbox (she couldn't use her magic, so she couldn't magically teleport it to Princess Celestia).

When Twilight was finished, she realized that she only had five minutes left. She sighed and spoke out loud. She is said the same things she wrote in her letter.

"I'm sorry everypony…I've failed you all." Twilight said. "Soon, Equestria will be destroyed. I'm sorry…"

Twilight shed a few tears, before continuing speaking.

"I hope one day you find a way to forgive me, for I have failed. I couldn't reform my friends, and now, everypony will have to face the consequences. But no matter what happens, friendship will always be magic. I just hope one day, someponies may be able to stop evil by using their friendship. But for now…all I can say is, goodbye."

She wrote more things, but it was too late. She began to transform. She felt a few jolts of pain in her body, before dark swirls began circling around her. Her eyes began to glow, and she as soon lifted onto the air. The cave shook rapidly, while Twilight transformed. She couldn't speak, nor move, for she felt motionless. Darkness began controlling her every thought. Evil began taking her body. She was no longer in control. Twilight was no longer, the Element of Magic. Nor was she an innocent and friendly hero that everypony knew her to be.

* * *

><p>Rainbrute, Pinkamena, Lil Miss Rarity, Applejerk and Butchershy all met up at the center of Ponyville, where a large statue of Princess Celestia stood. It had recently been built by some nice workers who suggested it. The five ponies were searching for Twilight.<p>

"She isn't dead. I saw somepony catch her while she was falling." Rainbrute said.

"I still can't believe you all tried to kill Twilight." Lil Miss Rarity said.

"You tried to kill her too!" Butchershy said to Lil Miss Rarity.

"Oh yeah, I forgot." Lil Miss Rarity said.

"I still can't believe she lied to me." Applejerk said.

"Maybe a cupcake might cheer you up, AJ!" Pinkamena said, holding a cupcake with orange icing.

"No thanks." Applejerk said.

"It's alcohol flavor, made out of somepony who was drunk when I killed him."

Applejerk snatched the cupcake and scarfed it down. Rainbrute soon spotted somepony in the distance, walking towards them in the fog. She gasped and growled.

"There she is! Let's get that bitch!" Rainbrute yelled.

The five ran after the pony, who they assumed to be Twilight. The pony stopped walking, and when she did, the five ponies skidded to a stop in front of her. They all had either enraged or insane looks on their faces. The pony just stood there, with her face staring at the ground. Rainbrute was the first to speak.

"You have a lot of nerve coming back to us, Twilight." Rainbrute said.

"…"

Twilight didn't respond.

"Well, aren't you going to say something?" Rainbrute said.

"…"

"Twilight, darling, you better not be dead." Lil Miss Rarity said.

"Yeah, I wanna be the one to kill you! No one enters my shed and gets away with it!" Butchershy said.

"If anypony is killin her, it aught'a be me. She lied straight to ma face." Applejerk said.

"Hey, no fair, Twilight's number popped up! I'm supposed to bake her into a cupcake!" Pinkamena said.

They began arguing, while Twilight just stood there. Twilight then looked up at the statue of Princess Celestia. She didn't like that statue. The statue represented Celestia, as she stood high. It showed that she was the ruler of Equestria, and Twilight didn't like that at all. All she wanted at that moment was to see Celestia's statue crumble in pieces, and to imagine her slowly being killed. To see her frightened face. To hear her screams of agony.

So, Twilight made her horn glow a dark purple color, and in seconds, the statue exploded into pieces. The five ponies gasped and ceased their arguing. They watched as the pieces of the statue shot in different directions. They then looked at Twilight.

"Twilight…?" Lil Miss Rarity said.

"Don't call me that." Twilight whispered.

Her voice sounded deep and dark. That's when the five friends realized, that they weren't the only ones who transformed into monsters. Soon, the fog cleared up, revealing Twilight. Her coat was a darker purple, as well as her mane and tail. She was still facing the ground, so the five ponies couldn't see her face. Her cutie mark didn't represent magic anymore, but instead, reality. Although her cutie mark looked somewhat the same, it still looked slightly different, for the color was pitch black and looked as if the symbol looked as if it was melting into liquid darkness or poison.

The five ponies looked confused and surprised, but then looked up at Twilight. Lil Miss Rarity grinned. She was quite satisfied at Twilight's new, attitude, and knew that it was no longer necessary to kill her.

"So darling, what may I call you, since I can't call you Twilight anymore?" Lil Miss Rarity asked.

"…"

It was silent for a second, until Twilight lifted her head, revealing her face. Both of her eyeballs were pitch black, with small, empty blood-red eyes. Her unihorn had a hole near the tip, and her mane looked a slight bit messy , ruffled and sharper. The five ponies gasped after seeing her new physical appearance. It was disturbing, they must admit that.

"My name is Brutalight, Brutalight Sparkill, the Element of Reality." Twilight, or should I say, 'Brutalight' said. "No longer must you address me as Twilight."

"The Element of…Reality?" Rainbrute asked. "But, if our elements didn't change, then how come yours did?"

"…It doesn't matter. All that matters is, that Equestria will be ours." Brutalight said.

"Really? But why would-"

"Celestia has ruled for far too long. It is time that we taken control." Brutalight said. "Once we summon the demons from hell, with the help of Satania, we can control all existence. Nopony will be capable of stopping us."

"How do you suppose we defeat Celestia?" Lil Miss Rarity asked. "Even if we do somehow summon demons from hell, Celestia is quite powerful."

"…Powerful…" Brutalight whispered.

Brutalight raised her head high, facing the sky, and progressively raised the volume of her insanely dark laugh. She then gasped real loudly, as if she just held her breath after almost being drowned. Then, silence, before Brutalight spoke.

"If Nightmare Moon could beat Celestia, and we could beat Nightmare Moon, then that makes Celestia a weakling compared to us. In fact, she only saved everypony once by banishing Nightmare Moon to the moon, and she still hadn't officially finished her off! If it wasn't for us, Equestria would've been a hell hole from the start. So, why not make it one and take it in our own hooves?" Brutalight said. "We'll start here in Ponyville. Butchershy, keep 'punishing' naught creatures as well as naughty ponies. Applejerk, keep drinking and smoking, and make sure you punish the liars that dare lie to us. Lil Miss Rarity, you continue making dresses and paintings of the most beautiful-coated ponies you may find. Pinkamena, keep making cupcakes out of those whose numbers popped up. And Rainbrute…"

Rainbrute paid full attention to Brutalight, as she grinned evilly.

"Keep killing those worthless fillies, and raise the darkest rainbows into the sky."

Rainbrute grinned and nodded.

"This is how we'll let Ponyville know whose boss. And once you're finished, start taking over the rest of Equestria."

"So, do you want us to kill, everypony?" Butchershy asked.

"Not everypony, just some. After all, who would we rule over if everypony was dead? Only kill the ones who you think should be killed. Let the others prove their worthiness." Brutalight said.

"So, what are you gonna do?" Applejerk asked Brutalight.

Brutalight darkly grinned.

"Some…experiments."

* * *

><p>One week later…<p>

Spike was pacing back and forth at his home. He was worried about Twilight, for she hadn't returned for an entire week. The sky had turned from gray to red, and Spike hadn't left the house all week. One by one, ponies started disappearing. Spike could only fear that the main six were all either dead or…insane. Some ponies were left alive, but some died a horrible death. Spike even witnessed Butchershy slaughtering a cherry-coated pony once, when he looked out his window. He cried so much, that he left a puddle on the floor.

Suddenly, the front door swung open, allowing the red light from the sky to enter the dark house. Spike gasped and ran towards the front door, hoping, praying that Twilight was okay.

"Twilight!" Spike said.

Spike swung his arms around her body.

"I missed you so much!" Spike said.

"…"

"Twilight?"

Brutalight didn't respond. Spike finally looked up at her, and noticed that her head was facing the ground. Spike could only feel uncomfortable yet worried and concerned. He stared at her, wondering why she wasn't moving. Until she lifted her head, and stretched an insane grin across her face. Spike gasped after seeing what her new physical appearance looked like. This wasn't Twilight anymore.

"Hello, Spike." Brutalight said.

Spike shook his head in fear and disbelief. He backed away from her slowly, not believing what he was seeing.

"Twilight…no, you, I-I…"

Spike didn't know what to say. Fear, shock, disbelief and sorrow were the only emotions he felt at that moment. Brutalight took a few steps closer.

"Don't you remember me?" Brutalight asked.

Spike felt tears forming in his eyes, causing Brutalight to run in front of him in a dark flash, before a split second. Spike gasped. Brutalight grinned darkly, yet sympathetically. She lifted his chin, forcing him to look at her face.

"Don't cry Spike." Brutalight said. "I won't hurt you."

Tears slid down his cheeks.

"What happened to you…?" Spike whispered, mainly to himself.

But Brutalight heard his question clearly. She released his chin and chuckled darkly.

"I'm improved, Spike. I am no longer Twilight Sparkle, but instead, Brutalight Sparkill."

"B-B-B-Brutalight, Sp-Sparkill?" Spike asked.

Brutalight nodded.

"So…you helped cause this chaos?" Spike said, pointing outside. "How could you Twilight!?"

Brutalight stood silently. Spike obviously wasn't giving in to her new form. He wouldn't allow himself to accept Brutalight. He wanted Twilight back, instead of Brutalight. Maybe if he talked some sense into her, she might return to normal.

"How could you do this to everypony…to Celestia…to Luna…to Cadence…to your friends…to Ponyville…to Canterlot…to Cloudsdale…to Equestria…to…me?" Spike said. "How could you betray everypony like this?"

"…"

Brutalight still didn't respond. Her red eyes were focused on Spike, and Spike only. She had a blank expression, but a small frown was still visible.

"Everypony trusted you…their lives were on your hooves…and you just, turned your back on them?"

"…"

"How could you Twilight!?"

".."

Spike couldn't help but feel extremely emotional. Brutalight eventually, after staring at him for quite a while, pulled him into a hug.

"Spike, I love you." Brutalight said. "I always have, I always will. Soon, we will live in a great castle, where everypony will respect will bow down to their new rulers. The useful ones will remain alive, and will serve us, while the useless ones will die!"

Spike gasped after hearing that word, 'die'. Celestia forbid those kinds of words, including cuss/curse words.

"But why? What did they ever do to deserve this?"

"They didn't do anything. All I desire is fun, and to control everypony else. To watch the worthless suffer, and to hear their screams of pain and sorrow, to see their frightened faces and to watch their blood splatter all over the place! Why should the useless exist, if all they do is get in the way? That's why, my friends and I have decided to bring upon a little…'fun' to Equestria."

"F-Fun?" Spike asked.

Brutalight loudly and darkly laughed.

"Chaos, Spike! It's what makes the world go around! Without chaos, life is just a boring and miserable thing. I want to be the one to make life…fun. For me, and my friends, as well as you. Everypony else however, may or may not have fun, depending on how they play the game."

Brutalight loudly and darkly laughed again, before making the room spin with her magic. Spike pushed Brutalight away and fell on his back, for he couldn't take anymore. Brutalight was insane, and she wasn't even making any sense. She needed help, and if she didn't get any soon, than everypony else would need help too. Spike ran away from Brutalight into the bedroom, and locked himself inside of the bedroom. He felt extremely guilty that he couldn't talk some sense into Brutalight. He felt as if he failed her, and all the innocent ponies in Equestria.

Brutalight stared at the bedroom Spike ran inside, before heading down to the basement.

'He'll give in eventually…' Brutalight thought.

And with that, Brutalight began to do some…experiments, down in the basement. Spike had his head underneath his pillow, crying his eyes out. For all he could hear were screams and sobs coming from the basement, where Brutalight was doing her, experiments. She had captured a few ponies that she needed to complete her experiment, and now, all Spike could do was listen to their screams of pain, fear and agony. What type of experiment was she doing? An insanely, abnormal, experiment.

* * *

><p>Meanwhile, the princesses were almost panicking. They heard about the disaster going on in Ponyville, and it was beginning to spread across Equestria. Hundreds of deaths began to turn into thousands of deaths, and pretty soon, millions of deaths. If they didn't do something fast, then Equestria would become a hell hole. They didn't know the main six were behind this, but they did know that whoever was behind this had extreme power. Possibly more power than all of the princesses combined.<p>

The princesses heard about the evil things happening in Equestria that have never been imagined before, until now. The main six were going to visit the princesses soon, so that they may take their thrown, and they may hang their heads over their castle to let everypony know who their new rulers are. Can they be stopped before it's too late? How many ponies must be sacrificed? Will demons from hell start to cause even more chaos then there already are? Can the princesses stop the main six? Well, all I can say is, that this story isn't ending too soon.


	15. Heart Breaker, Life Taker

Meanwhile, in Celestia's and Luna's castle, the princesses including Cadence were discussing the situation going on with The Elements of Insanity. Never did any of them think they'd wind up in such a situation before, and it caught them all off guard. Never would they have expected this of all things to happen…which led them to wonder…how did all of this happen? How could such friendly, innocent ponies all of a sudden become evil, and cruel?

"What shall we do, sister?" Luna asked. "We cannot just stand here on our hooves while they destroy Equestria! We should fight!"

"But Luna, these are our friends." Cadence commented. "And we cannot risk everyponie's safety by risking our own lives."

"Cadence is right, Luna." Celestia said. "Without their princesses, Equestria could fall apart."

"Equestria is already falling apart! Take a look for thyself!"

Luna held the golden-trimmed curtains apart, allowing the princesses to take a view of Equestria. The sky was a crimson red, dark clouds floated slowly, and all the buildings in Equestria looked broken down and dark. Celestia and Cadence looked at each other before looking back at Luna. Celestia sighed.

"I know, Luna. But do you really think attacking our friends will solve anything?" Celestia asked.

"Yes! We are stronger! We hold the power of friendship, and nothing can destroy that!"

"…"

Celestia, Luna and Cadence were all silent, debating about this in their head.

"Well…Equestria is looking pretty bad." Cadence said, cutting the silence.

"What ever do you mean? I personally think this is a work of art, what we've done." Lil Miss Rarity said.

The three princesses shot their head around, only to see the six ponies themselves, The Elements of Insanity. The three princesses gasped.

"W-What are thou doing here!?" Luna asked, demanding an answer.

Brutalight was silent at first, but a small, evil, dark grin slowly appeared on her face.

"We're here to claim OUR rightful spot on the throne, in OUR castle."

Luna snorted.

"YOUR castle!? YOUR throne!?" Luna said. "Only a fool would think the throne belongs to somepony like you!"

"And only a fool would stand in our way! So either you move it or lose it! And when I say lose it, I'm talking about your life!" Butchershy said, waving her large butcher knife in the air.

Luna got into fighting stance.

"L-Luna, wait! We cannot battle out friends!" Cadence said, interfering.

"I refuse to give in to these, fiends!" Luna said with anger and determination.

Brutalight smirked.

"Oh? And what will you do to stop us, Luna? You couldn't defeat us before; what makes you think you can defeat us now?" Brutalight asked.

Luna was caught off guard, and had no response to that. Brutalight's reaction was a pure evil laugh of amusement.

"You should see your face right now, Luna! Such a fool!" Brutalight said. "I preferred you when you were Nightmare Moon, much stronger and much more powerful than this current pathetic form you possess."

"Leave her alone!" Cadence interfered once again.

Brutalight took a step forth.

"Or, what? Care to stop me? Oh that's right, you can't! You're more of a weakling than Luna and Celestia, so what makes YOU think that YOU can stop us? Without my brother, you'd be nothing but a useless waste of time. I'm disappointed that he chose YOU of all ponies as a bride! At least Queen Chrysalis knew what power was!"

Cadence gasped and turned her head away to hide her tears. Celestia stepped forth, looking at Brutalight with anger and disappointment.

"That is enough, Twilight!" Celestia said. "You've gone too far!"

"Oh, Celestia…you were always the most foolish of them all. You can't defeat Discord alone, Queen Chrysalis alone, and you can't even defeat your own younger sister alone. You might've banished her, but she returned, and guess who brought her true form back? Guess who stopped Discord? Us! Not you! You're the most weakest of them all! So either you admit your failure and stand aside…or let us prove how weak you are…" Brutalight said, an evil grin on her face.

Pinkamena let out a laugh of amusement, while the others gave a threatening or taunting look on their face. Without hesitation, Luna charged at Brutalight and her evil friends.

"Luna, don't!" Cadence said.

But it was too late. Using her dark magic, Brutalight levitated a nearby glass vase and threw it at Luna's face. The glass broke into pieces as it made contact with her muzzle, and caused Luna to fall back on the floor, blood trickling from her nose.

"Luna!" Cadence said, running over to her and kneeling beside her.

Brutalight laughed at this, as Luna groaned in pain. Luna stood back up, and ignored the blood trickling down her chin. Luna then used her magic to grab a nearby rope and wrap it around Brutalight. However, Brutalight smirked and easily turned the rope into a poisonous snake, which slivered its way to Luna. Luna gasped and stood out of the way of the snake, knowing it could harm her if it felt threatened. Brutalight darkly laughed with amusement again as she saw Luna step out of the way.

"Is that the best you got!?" Brutalight taunted.

Luna spread out her wings and flew into the air, then charged at Brutalight with an electric-sapphire blue force field surrounding her. Brutalight, without moving an inch, used her magic to form electric-dark purple spears and throw it at Luna. Oddly and surprisingly, the spears easily shot through her force field and shot through her skin. Luna gasped as one spear went into her hind leg, causing her to fall down onto the ground. Cadence was now fully in tears.

"LUNA!" Cadence yelled with panic in her voice.

Celestia stood in front of Luna, making sure not another spear was thrown at her sister, while Cadence rushed to get the guards.

"Stop hurting my sister!" Celestia said.

"T-Tia…" Luna said, weakly.

The rest of The Elements of Insanity prepared to charge at Celestia, but quickly the guards barged in and stood in front of the princesses.

"Halt!" They all said together.

Brutalight smirked as some of the guards trembled with fear, while others got into fighting stance with determination on their faces.

"Get them." Brutalight said.

Almost immediately, The Elements of Insanity charged at the soldiers. Guts, blood and unimaginable gore flew all over the place as the princesses watched with fear and horror, their eyes widening. Celestia carried Luna on her back, and all three princesses ran out of the Main Room towards the balcony. Some of the soldiers ran away with fear, but not many of them made it out. While the brave soldiers managed to fight well, The Elements of Insanity always ended up slitting their throat, slicing them in half, cutting off their heads or some other gorey way of handling them.

The Princesses attempted to fly away from the balcony, but Brutalight appeared out of nowhere behind them.

"And where do you think you're going?" Brutalight asked, taunting them.

Celestia and Cadence gasped, and backed away from Brutalight. This just amused her more.

"You really are a bunch of cowards…" Brutalight teased.

Celestia and Cadence attempted to fly away, Luna still on Celestia's back. Brutalight evilly grinned and used her dark magic to pull them back, and slam them onto the balcony ground, causing the floor to crack. They all groaned in pain.

"We're not done yet." Brutalight said.

Cadence looked up at Brutalight, tears rushing down her face.

"T-Twilight, why? Why must you do this?" Cadence asked, sorrow in her voice.

Brutalight stared at Cadence with an emotionless look on her face, but then that emotionless face slowly transformed into a smirk.

"Because it amuses me to watch you suffer." Brutalight said.

Luna, with newfound strength, stood up and brushed off the pain. She breathed heavily, trembling with fear yet bravery.

"Y-You leave us be!" Luna demanded, angry.

"And if I don't?" Brutalight asked.

"T-Than you'll be sorry!"

Brutalight laughed darkly, amused. This was almost to funny for her to handle.

"Even your threats are amusing!" Brutalight said.

Brutalight summoned more electric-dark purple spears, and prepared to attack Luna, but Cadence quickly stood in the way. Literally.

"I won't let you do this!" Cadence said.

Brutalight smirked.

"Luna, Celestia, fly away! Hurry! You must warn everypony else, and get them out of Equestria immediately!" Cadence said.

"B-But-"

"Now!" Cadence said, cutting Celestia off.

"Cadence, I will not let you do-"

"There is no time, Celestia! Please, go!"

Celestia sighed. She knew what she must do to save everypony.

"You're very brave, Cadence..." Celestia said.

Celestia carried Luna on her back and flew away, leaving Brutalight and Cadence alone. Brutalight watched Celestia fly away with her sister, then directed her attention back to Cadence.

"Do you really think you can stop me?" Brutalight teased.

"Maybe, maybe not…but I can buy them time to help everypony from the likes of you!" Cadence said.

Brutalight smirked and used her magic to levitate nearby boulders from the ground, which circled both of them in a taunting manner.

"Very well. What an amusing sacrifice." Brutalight said.

Before the boulders could reach Cadence, Cadence flew off the balcony and onto the ground, dodging all the heavy chunks of rock thrown at her. She carefully used some magic of her own to make a large, pink shield, which had actually worked for a second, for when Brutalight threw the boulders onto the shield, they instantly broke into pieces. Frowning, Brutalight lifted a very large boudler and threw it at the shield, instantly breaking the glowing pink shield.

"Eep-!" Cadence said, flying away from the small broken pieces of rock flying everywhere.

"Please, sister, stop this!" Cadence begged Brutalight.

Brutalight's frown deepened, and she used a massive amount of her dark magic to make the land beneath her crack into an earthquake which was headed towards Cadence. Cadence gasped, and easily flew into the sky to avoid the earth quake. Brutalight smirked as she fell for her trap. Brutalight lifted a large boulder with her levitation, while Cadence wad distracted, and threw it at Cadence.

It hit Cadence hard, making her yelp and fall right into the large crack in the ground that the earthquake formed when the land cracked and seperated from each other. Cadence tried holding onto the edge of the crack, fresh tears rolling down her cheeks. Brutalight calmly walked up to Cadence, frowning down on her.

"S-Sister, p-please, help me..." Cadence begged.

Brutalight, still staring down at her with a frown on her face, spoke.

"You're, not, my sister." Brutalight said darkly.

Brutalight used her magic to push her hooves off the edge, making her fall into the dark bottom pit of the crack in the earthquake. The last thing heard from Cadence was a loud, echoing, high-pitched scream.

* * *

><p>Celestia quickly flew through ponyville, while her and her sister yelled out to everypony, warning them of their fate if they stayed. Ponies of all kinds began screaming and runnung around with fear, while the wiser ones quickly packed only the things they needed and tried escaping Ponyville. Luna, eventually, gained enough strength to hop off of Celestia's back, causing Celestia to land on the ground beside her.<p>

"Sister? Are you alright?" Celestia asked.

Luna trembled with fear.

"N-No, sis'. I cannot feel Cadence's power!" Luna said.

As the princesses of Equestria, they all sense one another's power...unless their power no longer coursed through them, meaning they no longer possessed the power.

"That could only mean...No!" Luna said. "I refuse to believe that those fiends destroyed Cadence!"

Luna flew off quickly back to the castle, while Celestia reached out to her.

"Luna, don't!" Celestia yelled.

But it was too late. Celestia watched as Luna flew to her fate, but there was nothing she could do about it. A tear released from Celestia's eye, as she turned away to save the rest of the ponies.

* * *

><p>Luna landed in the Everfree Forest, only to see Brutalight appear right in front of her, as if she was there before already. Brutalight stared down at the ground with an emotionless exspression on her face, as if she was a machine of some sort which just turned off after being active. Luna frowned deeply and growled, a look of hatred and anger on her face as her rage began to rise.<p>

"Twilight, you fool! Do you realize what you are doing!?" Luna snapped, not liking her disturbing physical appearance one bit.

"..."

"Answer me damn you!" Luna said.

Luna was familiar with the curse words, and promised herself she'd never say them for the sake of everypony. But her anger overcomed her emotions, and she expressed them through words.

"..."

Brutalight - after a moment of long silence - looked up at Luna, an evil grin crossing her face.

"You still posses some of Nightmare Moon's powers...interesting." Brutalight said.

"Foul language didn't come from Nightmare Moon, it came from the evil which lies within you, fiend!"

Luna charged at Brutalight, only to cause her target to smirk and a dark purple glow emit from Brutalight's horn. Brutalight shot dark purple lasers from her horn at Luna, which Luna easily dodged, causing the lasers to make craters in the dark soil of the Everfree fFrest. Luna flew over and pass Brutalight's lasers, and soon Luna's horn glowed as well. Luna used her power to teleport behind Brutalight, then she tried to literally stab her back with her horn.

Brutalight saw this, and teleported behind Luna, successfully stabbing her back with her horn, unlike Luna. Luna gasped, but quickly shot herself away from Brutailght, a gash now in her back. Luna flew in the air, tears forming in her eyes.

"H-How dare you stab-"

Luna gasped as a laser almost shot at Luna, but missed and hit a tree. That caused the tree to immiedatly catch on fire, which then moved to the next, and the next. A wild fire started in the forest as Luna continued dodging all of Brutalight's lasers, the gash in her back becoming extremely painful. She began to grow weak as her wings nearly gave out on her.

Eventually, Luna managed fly away from Brutalight and land in a tree, trying to find something to cover up the gash in her back. But, Brutalight wouldn't let her recover as a laser shot into Luna. Luna screamed out in pain as dark purple electricity shot through her body. Luna landed on the ground, her body twitching and shaking as she began to lose her life. Her eyes began to water as Brutalght hovered over her.

"Like I said, I prefered you when you were Nightmare Moon." Brutalight said. "But, since I enjoyed defeating you more than Cadence, than I won't kill you..."

Brutalight smirked as she walked away, a large tree about to fall on Luna.

"B-Burn in hell, Twilight!" Luna screamed, tears now rushing down her blue skin.

Twilight darkly grinned.

"After you, your highness." Brutalight said.

The burning tree of flames then tipped over, and fell on Luna, crushing her now lifeless body.


	16. The End of Celestia

Celestia was busy making sure everypony were out of sight in Equestria, but she had to fly quickly, for time was running out. She knew Brutalight was a very powerful mare and could easily find and kill her faster than lightning. But Brutalight didn't plan on destroying her as quickly as she had though. While flying through the air, Celestia spotted The Elements of Insanity standing not too far away from her. Celestia gasped and quickly turned around, nearly panicking as she flew fast. If her sister - including Cadence - couldn't take Brutalight on than there's no way she can take the entire Main Six on.

She dodged every building and obstacle in her way, hoping to escape Equestria before the Elements of Insanity could stop her. But it was all pointless in the eyes of the Elements of Insanity.

"Well, Brutalight darling?" Lil Miss Rarity asked with a sadistic smirk. "Shall we end this together?'

"No." Brutalight answered. "I wish to take on Celestia, alone..."

"Awe, no fair! You get all the fun!" Pinkamena complained.

Brutalight smirked.

"Well, since you're all so eagered, I will allow you to weaken her. Do what you must. But I will be the one ending her, understood?" Brutalight said.

The five mares either giggled, evilly laughed or smirked while nodding at this and charged towards Celestia. Celestia looked over her should with a gasp as she sensed the coming.

"S-Stay back!" Celestia said, her horn glowing with magic as she prepared to attack.

Celestia shot out a yellowish, electric ball of light that looked like tiny suns. Easily, the five friends dodged the attacks by either running out of the way or flying out of the way. Celestia began to panic, so she tried to fly high into the sky quickly so they wouldn't catch her.

"I'm on it!" Rainbrute said.

Rainbrute flew faster into the sky, then flew in front of Celestia, making her cease to a stop. Before she could process what was happening, Rainbrute used her front whooves to push her down and out of the sky. Celestia was too shocked as her body shot down close to the ground.

"Batter, up!" Pinkamena said with the baseball bat in her whooves.

She used her wooden baseball bat and swung it at Celestia, making her yelp and causing her body to fly towards Lil Miss Rarity. Lil Miss Rarity evilly giggled and used her levitation to catch Celestia.

"Come on, Celestia, let's go for a SPIN!" Lil Miss Rarity taunted, then used her magic to spin her around like a tornado.

She gasped as she began feeling sick and dizzy, then just as she was about to vomit, Rairty threw her towards Applejerk. Applejerk turned around so that her back was towards Celestia and her upperbody was close to the ground.

"Get tha' buck outta' ma' face, bitch!" Applejerk said, then bucked Celestia back into the sky.

Celestia whelped once again until her body was flying into the sky. She felt weakened and beaten, but just as she thought it was over-

"Celestia, I HATE you!" Butchershy yelled in the air.

Butchershy used the flat part of her gigantic butcher knife and slammed it against Celestia so that she was headed back towards the ground. Her body then smashed against the dirt road of Ponyville, causing a small dent in the ground. Dust covered her body, but soon the dust faded away, revealing Celestia's beaten and sore body. She had a few bruises here and there as well as she laid there, still dizzy and hurt as she groaned in pain. Her hair stopped flowing because it was a little matted up and messy, and her vision was blurry.

The five ponies crowded around Celestia and hovered over her, either grinning evilly, frowning darkly or just had an insane look on their face. Celestia gasped with fear, her eyes widening as she trembled. Then, Lil Miss Rarity kicked her, making her yelp and roll over. The group of girls laughed and taunted her evilly, while kicking, hitting and pushing her around in that small circle they had her in. She cried out in pain, fear and sorrow as tears began to leak out her pinkish-purple eyes and bruises began to form on her perfectly white skin. Until suddenly-

"Enough." Brutalight said.

The five ponies stopped and made some room for Brutalight to join the circle. Brutalight had a frown on her face as she stared down at the sniffling princess herself as she took some time to recover from the brutal beating. Brutalight glared down at her with those blood red eyes of hers.

"Such a shame, that the most 'important' pony of Equestria is such a weakling. Pathetic." Brutalight taunted.

Brutalight's friends evilly laughed and giggled at this, still staring down at Celestia. Celestia's ears lowered in fear, but finally she built up the courage to enlight her horn and cause a powerful light to emerge, blinding the Main Six for a quick second. While their vision was blurred, Celestia flew out of the circle immediatly and without thinking, flew into Brutalight's former home for the front door was open. She then slammed the door

shut and locked it, then backed away, breathing heavily as she tried to regain her composure. Then she heard a voice from behind her.

"Princess?" Spike said.

Celestia gasped and shot her body around, only to see a little dragon standing in front of her. His usual purple coat was now a light, pale purple and his spikes were a pale green. He looked like he hadn't gotten much sleep lately and he also looked very worried as he saw Celestia's current state.

"Spike, oh am I so glad to see you." Celestia said, smiling.

"Are you okay princess?" Spike asked.

"Yes, I'm fine. Do you know where the Elements of Harmony are currently located?" Princess Celestia asked.

"Uh, last time I saw them, Twilight had sent them to your castle." Spike said.

"Oh, no! I won't be able to make it on time without them catching up!" Celestia said.

"Don't worry, princess, I'm sure-"

Then there was a pounding against the front door.

"Come out, come out, wherever you are!" Lil Miss Rarity mocked.

Celestia gasped.

"You can run, but ya' can't hide." Applejerk said.

"Hide, princess!" Spike said.

Princess Celestia ran down to the basement and Spike locked it so that the Main Six couldn't get in (although they can easily uunlock it). Princes Celestia breathed heavily once again, then felt confused for the room was dark.

"Huh?" She asked. "WHere's the light switch?"

She lit her horn but it only allowed her to see a little bit through the darkness. So she found the light switch and flicked it on. A blueish-white light lit up, revealing what the basement truly looked like. Celestia's eyes widened at the sight.

There was potions on tables everywhere, and torture devices that were used to kill ponies and other creatures. Some of the pony's remaining bodies were still stuck in the devices while others were thrown in a pile, slowly decomposing into nothing. Am pony's skeleton was hung on the wall with the words "Life is misery, Death is a friend" written above the skeleton in blood that dripped onto the ground. There were other pony bodies chained to the wall with their eyes hanging out and guts all over the floor, while their tongues were cut out and their ears looked like it was ripped off. There was also a map on the wall of Equestria and some about more torture ideads and how to rule Equestria. One paper was a photo of the three princesses. Luna and Cadence had a red X across thhem written in marker, but Celestia did not.

Celestia's eyes widened more as she backed away, and then she shot her body around to a familiar voice.

"Greetings once again, Celestia..." Brutalight said, standing there with a dark smirk.

Celestia quickly backed away from Brutalight until they were inches away from the center. Her heart raced with her mind as she tried to think of what to say. This only caused Brutalight to darkly laugh.

"What's the matter, Celestia? Speechless?" Brutalight teased.

Brutalight laughed again then spoke once more.

"This is my lab...beautiful, isn't it? This is where a study about the fear, death and pain of an average pony. Sometimes I come here to study...but other times...I just come here to watch them suffer." Brutalight said, darkly grinning.

Celestia couldn't describe this feeling of...pain and, betrayal.

"How...How could you?" Celestia croaked, her eyes tearing up once again.

"Oh it's quite simple, you see. I forget about all the stupidity and idioticness of my past life and start being fully aware of the power I possess. Not a lot of ponies get this oppurtunity, you see, so why waste it?" Brutalight answered.

"T-Twilight, this is madness!" Celestia said.

"No it's not, Celestia...this is reality. Cruel, cruel reality." Brutalight said, smirking.

Celestia frowned with anger.

"Leave Twilight alone you dark, heartless creature!" Celestia spat, reffering to the darkness within Brutalight.

Brutalight threw her head back and laughed loudly so that her dark voice echoed within the basement,

"Oh, such a fool you are. Equestria really does need a new leader, don't they?" Brutalight responded.

Celestia rushed to the basement door to open it but Spike had locked it, so she tried to scream for help but Spike couldn't hear. Brutalight used her magic to grab Celestia's tail and slam her back against the hard ground. Celestia yelped and quickly got back up.

"There's no turning back." Brutalight said, her horn glowing a dark purple.

Celestia's horn glowed and she shot some small fireballs at Brutalight, but they disinagrated as they hit her glowing, dark purple, electric shield. She then used her shield as a wall and pressed it against Celestia so that she slammed against the west wall of the basement. She then used her levitation to wrap a chain that was connected to the wall around Celestia's neck, strangling her. Celestia gasped, trying to pull the chain from her neck. But Brutalight's magic was too strong. Just as she was on her last breath, Celestia used her magic to lift another chain and whip Brutalight's back with it.

Brutalight gasped and released the chain that was wrapped around Celestia's neck. Celestia then used this opportunity to throw electric spears at Brutalight. Brutalight smirked and used her electric shield once again, but as she was doing this, Celestia teleported behind Brutalight and pushed her against her own electric wall. Brutalight yelped only slightly then growled, standing back up.

Celestia flew into the air, flying in a circle as Brutalight attempted to throw spears at her. Celestia was beginning to grow a massive amount of courage as she thought about all those poor ponies whose lives were taking because of this...thing! Celestia then flew back down, trying to buck Brutalight. But Brutalight dodged it and teleported in front of Celestia, then used her magic to make a small bomb explode in front of Celestia. The bomb caused her to fly back until her body hit the wall of the basement.

Celestia let out an "Oof-!" sound then stood back up with a determined facial exspression. She formed a large gold and white pirate-looking sword made out of magic that looked like it came from heaven. Smirking, Brutalight formed a sword exactly like celestia's except her was purple and black and looked like it came from hell. They had a sword fight, trying to dominate and defeat one another. Until Brutalight's sword met with Celestia's skin.

Celestia gasped and landed on the floor, her sword disapearing as she began to bleed. There was a large cut across her body. Brutalight smirked and made her sword disapear before slowly walking towards Celestia.

"Well it's seems you've been defeated once again..." Brutalight said. "Any final words?"

Celestia's closed eyes open so that they were half-lidded. Tears streamed down her cheeks as she stared up at Brutalight who hovered over her.

"Please, Brutalight...it's not too late to stop this...don't do this, please..."Celestia begged.

Brutalight evilly grinned.

"It's the survival of the fittest, Celestia." Brutalight responded. "You either stay strong and survive or die. Too bad you're such a weakling...maybe you could've stopped me. But you just don't have tthat kind of power, do you?"

Celestia looked away from Brutalight, closing.

"It's not about power, Brutalight...it's about love and friendship. We all trusted you, Twilight! We all had so much love and friendship for you...how could you!?" Celestia yelled, almost sobbing.

Brutalight was silent for a second, then spoke.

"I have all the love and friendship I need from my friends. And now that I have love, friendship and power, I can rule Equestria!" Brutalight said. "Now say bye bye, Celestia..."

The last thing Celestia saw was a purple flash while hearing a dark, evil laugh before resting in eternal darkness.


	17. A New Beginning

5 Years Later...

Five years had passed since the death of the three princesses of Equestria, and The Elements of Insanity ruled after them. They formed a government of tyranny where ponies must do as they are told or face cruel and unusual punishment, or simply death. The sky was always a crimson red in the morning, and at night it would turn into a deep burgundy red. On lucky occasions, the sky would turn a grayish blue. Usually that meant a lot of ponies weren't being killed and/or less destruction and chaos was going on.

The Elements of Insanity had unleashed the demons of hell upon Equestria with the help of Satania, and right after that Brutalight killed Satania as fast as a millisecond. It was an act of betrayal, but the Elements of Insanity didn't care about the unfortunate pony. The demons served The Elements of Insanity after being released and kept everypony in place. The demons also helped with the killing and punishing when necassary. Not a lot of ponies dared to disobey The Elements of Insanity or it's demonic servants. Even a few royal guards had decided to join and serve The Elements of Insanity.

A young, unicorn filly known as Midnight grew up in this dark place. In fact, she was just born when The Elements of Insanity began to rule over. She had a grayish coat with a black tail and mane, outlined with ruby red. Her eyes matched the outline of her tail as well as her mane, and she so happened to be a 'blank flank'. She was forced to grow up in an orphanage after losing her parents for a reason she couldn't quite remember, and because of that - as well as the harsh environment she was in - life wasn't quite perfect for her.

One day, at the age of four, she was walking down the dark dirt road of Ponyville and towards her school. She had been signed up for school a few months ago, but wasn't sure how to feel about it. Sure, she had a large passion for learning, but the children there seemed so depressed or angry, and even the teacher looked tired and stressed. As she walked, she looked up at the bright crimson sky and sighed. A few black clouds seemed to be forming, which meant it might rain soon, and she just realized that she forgot her jacket at home. She sighed and looked back down at the ground as she walked.

"I wonder what sunshine, and, moonlight is like..." Midnight thought. "I've read so many stories about it the sun and the moon..."

She looked back up at the sky. There seemed to be a large, black object that looked like the sun but was only powerful enough to provide simple light and nothing more. There was no rays of sunshine or beautiful scenery of the sun setting nor rising, just a large, ebony object in the sky. And it seemed to serve the purpose of both the moon and sun, meaning it never left the sky unless blocked by clouds.

"None of the stories I read ever described the moon nor sun looking like THAT..." Midnight said, still staring at the sky.

When she made it to the small schoolhouse, she entered and immediately found her seat next to her one of her friends, Lucky Hoof. Lucky Hoof smiled cheerfully at Midnight. She had a coat as white as snow - as well as her mane and tail - and her eyes were a bright ruby red just like Midnight's, coincidentally. But unlike Midnight, she was a pegasus, and she already had her cutie mark which seemed to be a painted egg.

"Hey Midnight!" Lucky Hoof said joyfully. "I see you're back! I thought you were suspended because of the juice box incident..."

Midnight shook her head.

"No, Mrs. Cheerlie found out that it wasn't me who poured out the juiceboxes in everypony's backpacks because some other pony told her that she saw what happened. Thank goodness somepony backed me up, or I would've been doomed for..." Midnight said.

"Hey! I backed you up too! Don't I get credit!?" Creamy Cookies said.

Creamy Cookies - or Cookie, as she liked to be called - had a coat that almost resembled a black and white cow, with a black mane and tail. She - unlike Midnight and Lucky Hoof - had a pair of bright, blue eyes and was an earthpony. She too had a cutie mark, which seemed to be a silver star and silver sword. Midnight chuckled.

"Cookie, the teacher doesn't listen to you because you're too much of a trouble maker." Midnight responded.

Cookie pouted.

"But I still defended you, so it counts..." she said.

When the teacher walked in, all the pony students immediately turned their attention to her. Cheerlie seemed to looked a lot more tired and stressed than she used to, and she even had bags under her eyes and stress marks to prove it. She wasn't too much older than she used to be, but still, her body was becoming weaker and weaker.

"Good morning, class." She said, weakly smiling. "As we all know, today is a very special day that will determine what career you'll be taking when you grow older."

Midnight immediately began to grow nervous. She forgot today was the day that'll give her life a purpose in taking part of this community. She gulped. She was more scared than excited...all the students were, honestly. Lucky Hoof was tapping her hoof nervously while Creamy Cookies had her head laying on her desk and ears folded back, sighing.

"Now I know today seems like a bad day, but hopefully you'll get a job that you like. Than maybe today won't be such a bad day." Cheerlie added.

She pulled out a small, brown, paper bag and held it with her mouth.

"All of these jobs have been chosen by our rulers." She muffled. "So please, give them appreciation for giving you this...fine opportunity."

Cheerlie knew that she had to say what was written on the card, otherwise she would be in trouble.

"Pipsqueak, would you like to go first?" Cheerlie asked.

Pipsqueak nodded slowly, trembling slightly with nervousness as he got out of his seat and headed towards the bag.

"D-Does one of the careers involve being a pirate, Mrs. Cheerlie?" He asked.

"I haven't looked at the jobs, dear, so I couldn't tell you." She answered.

Pipsqueak gulped and hesitantly stuck his hoof in the bag as the other ponies watched intensively. Pipsqueak moved his hoof through the bag full of small pieces of paper and slowly pulled one out before looking at it. There, printed in black bolded words on the small, rectangular piece of paper, said CASHIER.

"A-A cashier?" He said. "B-But I..."

Pipsqueak looked at the floor sadly.

"Oh I'm sorry Pipsqueak, but maybe it won't be so bad if you give it a try. Maybe you'll get to work at some sort of pirate store." Cheerlie said, trying to cheer him up.

"I-If you say so Mrs. Cheerlie..." Pipsqueak said.

Pipsqueak sadly made his way to his seat.

"Alright, whose next?" Cheerlie asked.

Cheerlie had called up more students, and each made Midnight more and more nervous as she realized how much closer it was getting to her turn. Suddenly, she heard her name come out of Cheerlie's mouth, causing a chill to run up her spine.

"Midnight, it's your turn." Mrs. Cheerlie said.

Midnight hesitantly got up and walked over to the paper bag Cheerlie held. She gulped as she walked towards her teacher, trying to calm herself as her heart raced with her mind. She stared at the bag for a second, before slowly putting het hoof in the bag.

"Don't worry, Midnight!" Lucky Hoof said. "Just hope you get lucky!"

"Easy for you to say, lucky's your first name..." Cookie said.

Midnight moved her hoof inside of the bag, feeling small pieces of paper touch her skin. She almost gave herself a paper cut as she searched, not knowing which one to pick up. Until finally, she picked one up, knowing there was no turning back and hoping it would be to her liking. She inhaled deeply, closing her eyes, then pulled the paper to her face before reopening her eyes. In black bolded letters, said SPECIAL HELPER.

"..." Midnight was silent.

"Well? What does it say Midnight?" Cheerlie asked.

The class waited for her to answer as she stared at the small paper, processing what she just read.

"I-It says...Special Helper..." Midnight answered honestly.

"Special Helper?" One student asked.

"What does that mean?" Another student asked.

The students began mumbling to each other as they debated on what that meant. Midnight became even more nervous, hoping it wasn't something awful as she overheard some conversations about it being really bad.

"Settle down now, students." Cheerlie said. "I'm sure she'll find out soon enough. Now take your seat, please, Midnight."

Midnight walked back to her seat, confused as to what her new life long career was. Just as her friends was about to speak to her, another name was called.

"Creamy Cookies, It's your turn." Cheerlie said.

Cookie got up and walked to the bag without hesitation, before shoving her hoof in the bag and moving it around quickly, almost making Cheerlie accidentally drop the bag. She was nervous, but refused wanted to get it over with as she began to sweat. Quickly, she pulled out a small paper and read it. In black bolded letters, it said CASTLE JANITOR. Cookie's eyes widened.

"Castle Janitor!?" She said. "You gotta be kidding me!"

Cheerlie sighed.

"I'm sorry, sweetie, but-"

"This isn't fair!" She complained. "I wanted to be a Royal Guard, not a Castle Janitor! And I would've been a good one, too! Unlike those...FIENDS, that call themselves guards!"

"Cookie, please, settle down-"

"No! I won't! It's not fair! I can't be a Castle Janitor, I just can't be!"

The class was silent as they heard her outburst, even Midnight and Lucky Hoof weren't sure what to say. Until one pony spoke up.

"A-At least you'll still get to work in the castle, like the guards do..." a shy pony said.

"But that's just torture! I'll be forced to watch some other ponies steal my dreams while I scrub floors, dust walls and all that other stuff that janitors do! There's just no way I'm up for that! I would rather save lives and protect ponies, just like the old guards did when Celestia and Luna ruled-"

Suddenly, the door to the schoolhouse slammed open. The students gasped and immediately turned to see someponies who they did not expect. The Elements of Insanity stood at the doorway, causing all the students to immediately become fearful. The group walked in as two demon guards stood outside the door. Cheerlie, smiling nervously as her ears folded back, looked up at The Elements of Insanity as she shook and sweat in fear.

"W-Well what a p-pleasant surprise." Cheerlie said, before bowing. "I-It's an honor to see you all, your highnesses."

Brutalight said nothing as she began to walk towards Creamy Cookies, who stood there trembling. Soon she was face-to-face with Cookie, who wanted to run as fast as she could as het heart nearly popped out of her chest as Brutalight stared down at her.

"..." Brutalight said nothing at first, but then spoke. "Poor, idiotic, little filly...don't you know it is against the law to say their names in a manner like that?"

"B-But I..."

Cookie wanted to say something, but feared for her life right then. The rest of The Elements of Insanity were either giggling, chuckling or laughing evilly at the scene, for they knew what Cookie's punishment would soon be. Lucky Hoof covered her mouth in fear as her eyes began to be filled with tears. Midnight's eyes widened in shock and fear that Brutalight might hurt her friends.

"Such a naughty filly!" Lil Miss Rarity said.

"Somepony's in trooooubllle!" Pinkamena added.

"Tear her to shreds!" Butchershy said.

"Yeah, let's kick her ass!" Applejerk said.

"No, let's grind the bitch into a rainbow and make herself useful!" Rainbrute said.

They continued to laugh as Cookie began to back away into the wall in fear.

"Enough." Brutalight said. "I know what we'll do to her."

Brutalight used her magic to grab Cookie's hoof, making her gasp as she slammed her against the floor onto her stomach, right in front of the class. The class gasped, including Lucky Hoof and Midnight. Cookie groaned in slight pain as Brutalight's horn began to glow.

"P-Please, your highness, c-can't we just handle this in a more p-pleasant manner? S-Surely she wasn't aware that w-what she said was against the law." Cheerlie said.

Brutalight's horn stopped glowing for a second as everything went silent, then she spoke.

"Than her death shall be your fault for not teaching her right from wrong. Be glad I'm not punishing YOU for this." Brutalight said. "I guess it's up to us to show the class what happens when rules are disobeyed."

Brutalight picked Cookie up with her magic and was about to perform the Cracking Bones spell, but Midnight instantly got out of her chair and rushed over to Cookie without second thought.

"Midnight, wait!" Lucky Hoof said.

Midnight grabbed Cookie by her tail, snatching her away from Brutalight before she could perform her spell. Cookie fell onto the floor, groaning once again as Midnight stood in front of her. The class gasped, shocked as Midnight faced Brutalight and her crew. Even The Elements of Insanity were processing what was going on.

"I won't let you hurt my friend!" Midnight said, determined.

"..." Brutalight said nothing.

Brutalight then noticed her horn. She was indeed a unicorn, but wasn't quite sure how much power she possessed. Of course, being the young filly she was, she wasn't very powerful when it came to magic. Brutalight slowly walked up to Midnight, who still stood in front of the hurt and shocked Cookie. Brutalight stopped inches away from Midnight and stared down at her with her usual frown and empty, scarlet red eyes that was bordered in black.

She lifted Midnight's chin higher with her hoof, getting a better look at her small face as Midnight began to grow more nervous. Brutalight glanced at the small paper on her desk, then back at Midnight.

"Proceed with your class, Cheerlie." Brutalight said. "I'll be taking my...Special Helper, with me..."

"A-As you wish, your highness..." Cheerlie said, scared as she stared down at the floor.

"No! Midnight!" Lucky Hoof said, reaching out to her.

But it was too late. Brutalight left with Midnight out the door as Cheerlie stared down at the floor, Cookie laid on the floor in slight pain and Lucky Hoof began to cry. Then, the whole class began to cry for Midnight, not knowing what was gonna happen to the poor little filly.

* * *

><p>Midnight had been put to sleep while Brutalight dragged her out of the schoolhouse. She woke up moments later with a groan, fluttering her eyes open, only to see darkness all around her. She tried to move but it seemed she was tied to a wall with metal shackles. That's when her mind went alert. She opened her eyes fully, looking around in the darkness and trying to light her horn. But unfortunately, even for a filly, she wasn't very good with her unicorn magic.<p>

She attempted to light her horn, but only a spark of green light appeared at the tip of her horn and she began to feel pain shoot through her head. She groaned and gave up as soon as the pain came in. That always happened when she tried to use her magic. Then she heard footsteps coming down the basement stairs, and lights flashed on from the ceiling. Midnight gasped lightly and squinted as her eyes adjusted, then she saw where she was.

She was in a basement, with tables that held never before seen potions, devices and magic tricks. Pony skeletons were in a pile at the corner of the room, and other plans were taped onto the wall. Midnight gasped at this, her eyes widening. Then she directed her attention to Brutalight, who began to walk over to her with her usual frown worn on her face.

Midnight attempted to escape the shackles, struggling and squirming as she did so. But eventually she gave up and decided to just find out what will happen to her. She sighed, her body remaining calm. Although she feared for her life at the moment, she refused to let Brutalight have the pleasure of witnessing her in a frightened state. So very bravely, she spoke.

"If you're gonna kill me, than...just get it over with. It's not like I wanna live here in this lifeless land, anyway..." Midnight said.

Midnight couldn't even believe the words she was saying right now. Brutalight, in response, said nothing. And after what seemed like a short time, Brutalight levitated a contains filled with a neon green substance from the table and put it towards Midnight's mouth.

"Drink." She demanded.

Midnight took a small sniff of the potion. It had a very odd and peculiar scent. None the less, she drank half the potion, thinking that this was the end of her. But after a few minutes of waiting, nothing happened. Brutalight then walked up the basement stairs and out of the basement without another word.

"W-Wait! You can't just leave me here!" Midnight said.

Suddenly, Midnight began to feel undeniable pain course through her. She screamed out, trying to escape the shackles and the pain that the potion had caused. She began to feel a lot more afraid than she had been before. She violently struggled to get out of the shackles, and just as she heard a 'Pop!' from the shackles, she passed out, not being able to bare the pain any longer.


	18. The Quest of Chaos

A few more years had passed since that day. Midnight was now teenage mare, still roaming Ponyville, which was still ruled by The Elements of Insanity. Each year, the sky seemes to be getting more and more red, and Equestria itself seemed more and more dark. The citizens of Equestria wondered day by day when things were gonna change and get better like they usedI to, but it only felt worser and worser.

Midnight changed a lot over the years. Her personality went from curious and open-minded to serious and quiet. She had a scar across one eye in which she covered with her hair, forming it into a bang. She was still a blank flank, though, hoping that might change soon. She didn't understand what it meant to be a 'Special Helper' but somehow managed to earn bits anyway as income, meaning her job was still being done. Does that mean by just living she was doing her job and earning bits? That didn't quite make sense to the mare, but she hoped it didn't mean something bad.

As she walkes down the mostlu deserted street of Ponyville one day, she soon came along her friends as planned, meeting up near at Ponyville Park. Not much had changed about them other then a bit of their physical appearance and maturing, but unlike Midnight, they seemed the same as when they were children.

"Hi Midnight!" Lucky said.

"What's up?" Creamy Cookies said.

Midnight looked around, making sure the coast was clear.

"Come with me. I gotta show you something." Midnight whispered.

They nodded, confused and curious, then followed Midnight towards a tree, hiding behind it. Midnight took a few more glances around to make sure the three mares were alone, then she pulled out a box. Lucky Hoof and Creamy Cookies examined examined the box.

"What's in it?" Lucky asked.

Midnight gave one more glance around the area before openint the box. In the box was a crown, also known as the Element of Magic, one of the accessories to the Elements of Harmony. Cookie and Lucky awed at this.

"Wow, where did you get this?" Cookie asked.

"I found it in the old library that...Brutalight used to live in." Midnight answered.

"What were you doing there?" Lucky asked.

"Well, since it was abandoned, I decided to explore it, and maybe, well...find some answers."

"Answers?" Cookie asked.

"Look, it's too long of an explanation. Right now, I need to know if you girls are willing to help me find the rest of these Elements of Harmony." Midnight said.

"Elements of what?" Lucky asked. "You mean Elements of Insanity?"

"No. Harmony. There's five necklaces that are included with this crown. But we have to find it..."

"And how are we gonna do that?" Cookie asked.

"I think I know the way."

Midnight levitated a book out of her bag.

"I've read tons of books about the history of Equestria." It includes some things about the history of The Elements of Insanity. Each one of them lived in a separate place. I found the Element of Magic in Brutalight's old home. Maybe the rest are in her friends' homes..." Midnight explained.

Lucky and Cookie glanced at each other, then back at Midnight.

"You know we could get in a lot of trouble for this..." Lucky said.

Cookie sighed.

"I agree with Lucky. If The Elements of Insanity find out about this, we'd be in a hell of a lot of trouble..." Cookie said.

Midnight sighed.

"Girls, please. I can't do this alone. Aren't you both tired of living in this hell hole?" Midnight said.

Midnight then pointed a hoof at Cookie.

"Cookie, aren't you tired of being a castle janitor? Don't you want to be more than that? To become a royal guard like you dreamed of doing and protecting others?" Midnight said.

Cokkie thought, looking down at her hooves. She couldn't deny that Midnight was right. And after seconds of contemplation, she looked up at Midnight with a look of determination.

"You're right. Let's do this." Cookie said.

Midnight smiled. Lucky gasped.

"B-But girls..." Lucky said.

"Come on, Lucky, we can do this! Would you rather live a coward or die a hero?" Cookie said.

Lucky thought about it. Cookie frustratingly sighed.

"Lucky." Midnight said, catching her attention. "You know how cruel The Elements of Insanity are. Even if we don't do this, one of them - or all of them - could end up killing us anyway. Don't you want to at least take the chance of ending this?"

"..."

Lucky closed her eyes, whimpered, then reopened her eyes.

"We're crazy." She said.

Midnight smiled.

"No, they are. And that's why we're gonna stop them. Together." Midnight said.

The trio of mares smiled and all hoof bumped each other. Unbeknownst of them, an all too familiar pony had been watching them. She stared at them with her glowing red eyes, studying them, then soon walked off.

* * *

><p>The three mares walked their way through each building from Sugarcube Corner, Rarity's Boutique, Sweet Apple Acres, Fluttershy's Cottage and lastly to Cloudsdale. However, the Elements of Harmony weren't there. But they did learn some things from each place they went to. Some of the Elements of Insanity's family members were still living in each home. They weren't like they used to be, though, and couldn't do much to help. Each had been mentally damaged, and the three mares feel couldn't help but feel empathy for them.<p>

After coming back from the Cloudsdale, the three mares sighed in defeat. It was getting dark and late outside and they knew it wasn't a good idea to be roaming the streets after daytime.

"Come on, Midnight, let's just go home..." Lucky said.

"But we can't. Those elements are out there somewhere, I just know it!" Midnight said.

"Midnight, you know the curfew. If The Elements of Insanity catch us out here during nighttime, we'll be next on their list of sick 'activities'." Cookie said.

Midnight sighed, looking down in defeat, then thought of an idea.

"Wait...we didn't search Brutalight's old tree house, did we?" Midnight said.

"No, but didn't you already search it when you found the crown of the Elements of Harmony?" Lucky asked.

"Well, yes, and, no. I sort of just saw it sitting on a table; I wasn't really searching..."

"Well that's...weird. Why would it just be sitting there?" Cookie asked.

"I don't know, but the rest of the Elements of Harmony must be there. Let's just give it a quick search then we can go home, okay?" Midnight said.

Lucky and Cookie looked at each other, thinking, then looked at Midnight and nodded.

"Okay, fine." Cookie said. "Under one condition."

Midnight listened closely.

"If we find these elements...you have to promise that we kick the Elements of Insanity's ass together." He said with a determined look

Midnight smiled and nodded.

"Well what are we waiting for? Let's do this!" Lucky said with a giggle.

And with that, the trio raced to Brutalight's old treehouse.

* * *

><p>When the trio got there, Midnight carefully opened the door. The looked around, making sure no one was there. Everything looked dusty, old and abandoned, including the tons of books on the shelves, however, the books still strangely looked organized... Midnight motioned for Lucky and Cookie to follow her as she enterwd the house. Lucky and Cookie walked inside, examining the house.<p>

"So this is where Brutalight used to live?" Cookie asked.

"Apparently so..." Midnight said.

Lucky sneezed softly.

"It's so dusty in here!" Lucky said.

Then a mouse scampered across the floor, making Lucky screech in suprise and back into the bookshelf, hitting it hard. The books fell onto Lucky, burying her in the pile. Cookie laughed as she groaned and rose out of the pile.

"We have to be more careful, Lucky." Midnight said as she and Cookie helped her out the pile. "We don't know how dangerous this place could be."

"Clearly you don't." A strange voice said from behind.

They gasped and turned around to see a small purple dragon with green spikes, holding what appeared to be a pistol at the three mares. They backed away slightly, confused and shocked at whoever this stranger was. But after collecting her thoughts, she realized something. She remembered reading about what Brutalight used to be, and how she had a small dragon assistant that helped her throughout her friendship adventures.

"W-Who are you?" Lucky asked.

Midnight knew his name, it was at the tip of her tongue.

"I could ask the same thing." The small dragon said, frowning.

She just couldn't put her hoof on it.

"What's your name?" Cookie asked.

What was it? What was this little assistant's name?

"The name's Spike." The dragon answrered. "Now tell me who you are and what you're doing here or I swear I'll put a bullet through your head."

A chill ran up Midnight's spine. She remembred reading about Spike now, but this didn't sound like something he'd say, based off what she read. There had also been a small photo of the dragon in the book, but Spike looked slightly different now. He had green hair, strangely, that almost looked like spiky quills, made into a bang and covering one eye like a goth. He also looked more mean and aggressive, a few cuts across his wrists. What had this young creature become?

Midnight's normal serious facial expression came back as she took one step forward. This made the dragon shake a bit as he held the gun more firmly, pointing it at Midnight.

"I'm warning you!" He said in his slightly deeper voice.

"Spike," Midnight said, looking down at him. "Put the gun down. We're not here to hurt you."

"Oh yeah? Than what are you here for? To steal my stuff?" He said.

"No, Spike, we're just here for the Elements of Harmony. Do you know where they are?"

The young dragon was caught off guard. It was silent for a second as he processed what she just said, then he snorted at her.

"Why do you want to know? How do you even know about the Elements of Harmony?" Spike asked.

"Listen buddy, do you know where they are or do you not? It's getting to dark outside to be lolly-gagging!" Cookie said.

Spike rolled his eyes.

"They're not here. Now leave." He said.

"How do we know you're not lying?" Lucky said.

Spike growled and pointed the gun at them again.

"How do I know you're not here to kill me!?" Spike said.

"We didn't even know you lived here, Spike!" Midnight said. "Stop acting like this and just tell us where they are!"

"You talk as if you know me..."

Spike studied Midnight, examining her. She frowned.

"No Spike, I don't know you. Or at least not personally. But I do know the Elements of Insanity and how evil they are, and if we don't find the Elements of Harmony, we're done for!" Midnight said.

"..."

Spike sighed and put his gun away.

"You really want to stop the Elements or Insanity?" He asked.

"Yes, Spike...we do." Midnight answered.

He examined them one more time then looked at Midnight.

"Alright, listen. I don't know where the Elements of Harmony are, but I know how you can find out." Spike said.

The mares exchanged confused looks then looked back at Spike.

"Now listen carefully. If anyone knows where the Elements of Harmony are, it's the Elements of Insanity themselves. There's two ways you can find the elements. One, you can talk the information out of the Elements of Insanity." Spike explained.

"What? That's impossible! They'd probably kill us just for mentioning the Elements of Harmony to them!" Cookie said.

"I know. Luckily, there's a second option." Spike said.

"Which is?" Lucky asked.

"The Elements are most likely located somewhere in the castle. You could search the castle while the Elements of Insanity are distracted and possibly find them." Spike said.

"And how would we be able to distract them without somepony getting hurt?" Cookie asked.

"Well, the Elements of Insanity seemed to be attracted to chaos. If someone were to cause huge trouble somewhere that wasn't caused by them, they'd probably go see what's going on and investigate."

"And who'd be brave enough to cause chaos somewhere and distract the Elements of Insanity while we search for the Elements of Harmony in the castle?" Midnight asked.

Spike moved closer to them so that his tone was in a whisper.

"Have you ever heard of somepony named, Discord...?"


	19. Meeting Discord

_Author's Note: Hey everyone! I know it's been a while and I just wanted to start off by saying, I'm really sorry for the super long dely. Truth be told, I hadn't actually planned on finishing this fan fic or the other two fan fics I have published right now for that matter. But after revisiting and reading over your reviews, I felt kind of bad for leaving you all hangin', and reading some other cool fan fics inspired me to continue this story. So consider this an early Christmas present. Merry Christmas~! ^^_

* * *

><p>Midnight and her friends were walking through the Everfree Forest as the dark moon shone down. They were told that the legendary draconequus himself lived in the deepest, darkest cave within the Everfree Forest. Very little ponies knew whether or not he was still alive, but Midnight knew the only way they'd find out is if they looked for themselves.<p>

"It would be much more helpful if we knew exactly where we were going." Cookie said with a hint of sarcasm.

"Got any better ideas?" Midnight asked.

"Yeah. How about we barge into the castle and whoop their flanks ourselves?"

"We're trying to save Equestria, not commit suicide."

"Well it's much better than this stupid idea. We don't even know if this thing exists."

"Uh, girls?" Luck said, trying to butt in.

"Complaining isn't gonna help us find this cave."

"Neither is walking around in circles!"

"Girls?"

"Well at least I'm trying to do something about this! You've been doing a lot of barking and not enough biting!"

"Maybe I'd do more biting if we fought those tyrants straight on!"

"GIRLS!"

They turned to look at Lucky, the friend who interrupted their argument.

"Two things. One, where is Spike? And two, what are those?" Lucky said in worry, pointing to a direction behind them.

They turned and heard low growling, gasping at pairs of glowing eyes. They backed away as the creatures in the dark slowly walked closer.

"Timber wolves." Midnight said. "Run!"

The three mares turned and without hesitation, ran frantically through the forest. The timber wolves snarled and chased after them, predator and prey having a showdown. The girls ran for dear life, not caring where they were running as long as it was away from the wolves who were chasing their tails.

Suddenly, a branch smacked Cookie hard in the face, knocking her down. Midnight and Lucky skidded to a stop and rushed back, helping her up quickly.

"Hurry!" Lucky said.

They continued running, the timber wolves now much closer now due to Cookie's slip. They panted, hoping their stamina was higher than the wolves.

"We need to find somewhere to hide!" Midnight said.

"There is nowhere to hide! We have to outrun them!" Cookie said.

"Right now is not the time to argue with me, Cookie!"

They jumped over obstacles such as large rocks, branches and logs on the ground and kept dashing through the forest.

"I don't know if we can keep this up much longer!" Lucky said.

The three mares skidded to a stop when they found themselves in front of a large boulder blocking their path.

"Dead end!" Lucky said.

The turned around and gasped, seeing a dozen timber wolves slowly closing in on them, growling. They backed into the large boulder that so happened to be in their way of escaping, each trying desperately to think of a plan. Cookie through a few rocks at them which managed to hit one of the timber wolves, making it yelp, but instead of scaring them away like she hoped, this only made them angrier.

They gulped, eyes widening and hearts pounding.

"I-I'm not ready to die, Midnight…" Lucky said, her eyes teared up.

"Don't worry, Lucky. It'll be okay." She said, hoping to reassure her friend but knew everything was not okay right now.

The three huddled up together, slowly beginning to accept their fate as the wolves were now inches away from them, growling and snarling, revealing their deadly and dangerous canine teeth. But out of nowhere, one of the wolves was lifted up and tossed aside by a strange invisible force. The wolves stopped and turned.

Standing there was the master of chaos himself, smirking mischievously.

"My my my, what a show!" Discord said. "Unfortunately, we're going to have to end this show a little early."

The timber wolves looked at each other with a hint of confusion then growled at Discord and slowly walked towards him. He playfully gasped.

"Oh no, I'm shaking!"

He snapped his fingers. The timber wolves all turned into small baby timber wolves, growling and yapping at Discord with a high-pitched tone.

"Awe, how cute~" He said, throwing one a mini bone.

The three mares stood there and watched in shock, speechless. After having a little fun with the now miniature timber wolves, Discord looked up at the girls.

"Why hello there! I didn't even notice you three." He said sarcastically.

They didn't respond, but instead kept staring at his physical features. Lucky then leaned over and whispered to Midnight & Cookie.

"Is that…?"

"Discord…" Midnight finished.

Discord laughed.

"Oh, how rude of me. Allow me to introduce myself. As you all may know, I am Discord, the master of chaos!"

He teleported behind them, making them gasp.

"And you must be…"

He pointed at Lucky.

"Lucky Foot-"

He pointed at Cookie.

"Creamy Cookie-"

He lastly pointed at Midnight, smirking.

"And lastly, precious little Midnight~"

Their eyes widened.

"H-How did you know our name?" Lucky asked.

"Oh, just a lucky guess~"

He examined them.

"And I heard you were looking for me?"

Midnight snapped back to reality.

"Oh, yes! Yes, actually we are! You see, we need your help with…what are you doing?"

Midnight raised a brow, watching him eat a large bowl of Everfree tree leaves with a fork. He stopped and looked at them.

"Oh sorry, how rude of me."

He tossed the bowl aside.

"Please continue."

Midnight stared for a second.

"Right…so uh, anyway, you see we have a plan to take down the Elements of Insanity, but we- Hey!"

Midnight blushed darkly when Discord lifted her up and examined her.

"Hmmm, you look familiar." Discord said.

"Uh, mind putting me down?" Midnight said, now becoming agitated.

"Oh, whoops~"

Discord dropped her.

"Oof-!"

She landed on her stomach and groaned. Her friends helped her up. They glared at Discord, Midnight's glare the deepest.

"Sorry Midnight, it's just hard for me to take you seriously, or anyone seriously for that matter." Discord said in a playful manner.

"Clearly." Cookie said.

"Awe, come on. Why the frowny faces? Besides, what's the fun in making sense?"

Discord teased them while flying over them.

"What's the matter, hmmm~?"

He magically grew four more hands and lifted their cheeks playfully, forcing a smile on their faces.

"Loosen up!"

He laughed then released them. They growled.

"We're not messing around here!" Cookie said.

"But I am~" Discord said.

"Well than stop messing around!" Lucky said.

"I can't help it. I guess I'm just…"

He magically made all his body parts scatter across the floor.

"_Messy!_"

He laughed and transformed back into his normal form, clutching his stomach and kicking with laughter at his own silliness. But the three mares were not laughing. Finally, after tolerating Discord's ridiculousness long enough, Midnight stomped her hoof.

"ENOUGH!"

Discord went silent and looked at the angry gray mare in front of him.

"I've had it with you! If I knew I was looking for some child I would've asked a filly to help us with this quest! We are trying to win our land over and return peace back Celestia damn it and all you care about are some stupid jokes and silly pranks!" Midnight said angrily.

Discord put his hands up in defense.

"Geez, calm down misses hostile." Discord said.

"No! You either help us or don't! Now what's it gonna be?"

Discord thought, staring off into space and stroking his chin before turning his attention back to the girls.

"What's in it for me?" Discord asked.

"Uh, freedom from the biggest, cruelest tyrants in all of Equestria?" Cookie said.

Discord scoffed.

"Oh please, they don't scare me. Although they definitely are cruel… None the less, I can live with being in the Everfree Forest the rest of my life. You'll have to think of something else."

Midnight sighed.

"Alright, um…how about your own land where you can wreak chaos whenever you want, as long as it's in your territory?" Midnight said.

"Hmmm, tempting, tempting. What else you got?"

"How about friends?" Lucky said.

They all went silent. Discord looked over at the white coated mare and got close to her face.

"Excuse me?" He asked.

"Well, it's just…it must be lonely being here all by yourself. And with the Elements of Insanity around, practically everyone is lonely…" Lucky said. "If we get rid of them…we could actually have ponies and other creatures to communicate and bond with. Somepony to comfort and comfort us. Somepony to talk to and spend time with. Somepony to love and be loved by. Doesn't that sound nice?"

"…"

Discord was silent. The draconequus was never really the best at friendship, and was actually known for destroying friendships. But he had to admit, it did get lonely after The Elements of Insanity took over. He missed toying with Princess Celestia and Luna, and he missed the good old days when he could get away with mischievous acts. Nowadays, mischievous and pranks were the very least of everypony's problems, and with the dark horrible deeds going around in Equestria, nopony was in any mood for pranks.

Discord finally made a decision and looked over at the three friends.

"Meet me in my cave. We need a plan."


End file.
